My Little Sunset: Magical Girl
by MadHat886
Summary: The changlings have taken over and all hope is lost as none is left to stand against them. But in another world there is still one unicorn left. With the help of her old teacher's pet, Sunset must become the hero she always meant to be.
1. Chapter 1

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Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

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The Last Unicorn -

The horse statue that stood in front of the school of Canterlot High, started to glow as the tall base that the stone horse, one side of which became mirror like. A large red bird the size of an eagle came flying out of the mirror carrying a leather bag with its claws. It flew into the school sensing someone he hasn't seen in a long time.

Stepping out of the now mirror side of the statue were 6 human like creatures. They're all female but have black insect parts covering their bodies, acting like armor. Their exoskeletons took the form of hornets with with two large hornet like wings on their backs. Because of their black skins it's hard to tell where their armor began and ended. All of them have large green eyes that made it uncanny for those who stare at their human like heads. All of them are armed with long sharp claws from their gauntlet like forearms. Which all of them are looking at along with their new bodies.

"This world has changed us," one of the said as she moves her fingers.

"The phoenix has the elements we can't let it get away," the leader of the group said reminding them why they followed the bird.

"Wait, I smell a unicorn," one of the hornet women said as she sniffed the air.

"So that's why it came here. That bird must be hoping to get some help from the unicorn here," the leader said she turns to one of her underlings. "Go back and tell the queen what we discover in case we fail."

"Yes," the hornet woman said going back where they came from.

"Now the rest of you follow me," the leader shouted as they flew with their new forms into the school. Which they're learning to control their new bodies as they did so.

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Inside the School -

Inside the lunch room, Sunset Shimmer was eating at a table all to herself along with her two lackeys Snips and Snails. The other students kept far away from her as they know what she's like. That's when everyone's eyes look up towards the open windows of the lunch room as a large red bird carrying a bag came flying in, causing students to shout out and get their phones out to record it. The bird landed right in front of Sunset.

"Hey!" Sunset shouted as the bird had landed right on her lunch. She turns to Fluttershy. "Hey you tell your animal friend to buzz off!"

"I never seen him before," Fluttershy said as she stared at the bird having never seen one like that before.

The bird cried out getting Sunset's attention as it used it's beak to open the bag it's carrying to reveal a crown and five necklaces. It then picks up the crown with its beak offering it to Sunset. Who is staring at the bird getting a good look at it and slowly realizing who it is.

"Philomena?" Sunset ask the bird who nodded in response.

"Sunset is using a bird to steal jewels!" Rainbow Dash shouted out.

"No, I didn't," Sunset said wondering why her old teacher's pet came here with a crown and 5 necklaces.

"Then why is that bird who you know its name, is offering you all that?" Applejack ask as all the attention is on Sunset.

"Wait, I know!" Pinkie shouted out. "That bird is from a magical world where some dark forces have taken it over. And now it's offering Sunset who came from that world a magical crown that will grant her magic. And will allow her to retake her fallen homeland from the forces of evil along with other magical girls once she finds who can wear those necklaces."

Everyone in the lunch room stared at Pinkie who has a big smile on her face.

"I knew it!" Lyra shouted out standing on her seat. "I always said that there's something wrong with Sunset when she first showed up. She had no idea how things work and her hand writing was horrible as if she had never had hands before."

"Lyra," Bon Bon said pulling her friend down.

"Really you two! This isn't one of those awful magical girl animes," Rarity said having never like that Sailormoon anime where 14 year old girls jump around in those revealing magical clothes. And she would never let herself be seen in one of those outfits ever. Those skirts are just too short and would show off her underwear all the time. It's just panty shots with magical girl animes, just nothing but fan service for men.

The lunch room doors burst open as 5 black hornet like women came flying in.

"There!" one of them shouted pointing to Sunset.

"The last unicorn and the elements," the leader smiles seeing two birds in one place.

The five women flew at Sunset with two of the women swatting away Snips and Sails from the table. Leaving deeps claws marks on them from their claws, causing students to scream seeing blood. Many using their phones to call for help. Sunset tried to flee but was grab by two of the women, each grabbing an arm and holding her in the air. Two others are busy flying around trying to catch Philomena who has taken flight.

"What do you want?" Sunset ask frozen in fear as she was held in front of the leader.

"You're the last remaining unicorn who still remains free. And now, I have you and the elements," the leader said knowing this will please her queen.

"The last? But the princess...," Sunset began to say but was cut off.

"She like the rest of your kind have fallen to us. You ponies were never a match for us Changlings. All your kind is nothing more then livestock for us to feed upon," the leader said enjoying the look on Sunset's face.

"No it can't," Sunset said not wanting to believe what the woman is telling her.

"Don't worry. You're not going to be joining them," the leader said as she plunges her claws into Sunset's chest to the horror of the student body watching.

The two changelings drop the dying Sunset to the floor. Who is gasping for air as she stares at her killer as she looks down upon her smiling. As the unicorn in the strange body that this world has given her like her fellow changlings, was the last remaining pony left that hasn't become livestock to the Changling Empire.

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Author's Notes -

1 - I have decided to make my own magical girl base fic using the idea in the MLP universe and going to be doing it my way. Also just to let everyone know. All the magical girl animes are just that in this fic. So no magical girl animes crossovers in this fic.

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	2. Chapter 2

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Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

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Broken -

The lunch room was in a panic as Sunset lay on the floor bleeding to death as three of the hornet women stood over her. The leader reach down to pick up the crown still on the table with the bag that held the necklaces, when Philomena came flying down and peck at her face. This cause the leader to toss the crown sending it flying through the air landing under the table that five former friends are hiding under.

"The crown!" Pinkie said grabbing it before the hornet women knew where it went. "We got to get it to Sunset."

"Why?" Dash ask looking at the hornet women, two of which had chased the bird away, letting the leader and the other two to search for the crown. Sending students flying as they did so, Dash also saw that the leader held the bag with the necklaces.

"Sunset is the magical girl and once she has the crown on her head she'll be ok and be able to kick butt," Pinkie said.

"Why are we helping her?" Rarity ask.

"Because if we don't then what will those hornet women do next?" Applejack pointed out.

"They're worse then Sunset," Fluttershy said clutching her pet rabbit.

"Dash you're the fastest," Pinkie said handing her the crown.

"Right," Dash said putting the crown inside her shirt.

She waited as the hornet women searched for the crown to be far enough away from Sunset before making a break for it. She kept low as the hornet women toss tables and students in their search for the crown. Luckily she made it to Sunset who she found is still alive.

"Sunset wake up," Rainbow said as she places the crown on Sunset's head hoping that Pinkie is right.

As she did the crown and Sunset were engulfed in light that caught the attention of everyone in the lunch room. Far away from Canterlot 3 young women suddenly stop what they were doing as they stared at the pillar of light in the sky. They felt the magic coming from the pillar of light, magic that they haven't felt in years.

The light faded revealing Sunset now wore what looks to be a military uniform. A thigh length grey coat and matching pants with red and yellow highlights. She had on red tinted armor, gauntlets, boots, a metal chest plate and what looks like metal wings on her back. She wore a helmet in the shape of a unicorn with a glowing horn, in the place of the crown. She held a battle axe, its the length of her body and has a massive blade on it that run down about half the staff that it's attached to. That blade is attached to staff by thick metal clips that held the blade in place, while letting Sunset grasp it and use it like a staff if she needed to. (1)

"Sunset?" Dash ask seeing the once dying girl now restored and having transformed into what looks like a magical transformation. Only without the silly outfit those animes girls wore, or the plain fan service ones.

"Stay down. Things are going to get messy," Sunset said her rage boiling out of her in a red aura.

"Right," Dash said driving under a table not wanting any of that.

"So you still have some bark left in you," the leader said tossing the bag to her underling as she flew at Sunset ready to make sure she's dead this time.

Faster then it was possible with a weapon of that size, Sunset swung the battle axe down right on top of the leader of the changlings before she got close to her. The two flying hornet women stop their chase of Philomena and flew at Sunset. Seeing the two coming for her, Sunset cast a fireball at one of the hornet woman on her turning her into a fireball. She slammed into several tables before stopping dead on impact. The other hornet reached Sunset, who jump backwards as she swung down again. This time cutting off the head of her attacker.

The whole student body who are still on their feet catching everything on their phones gasp in shock seeing Sunset just taken three lives. The two remaining changlings took to the air flying back with the necklaces in the bag one of them held. Sunset testing her new wings flew after them.

!

Outside the School -

The flaming body of one of the changlings came crashing through the doors of the school followed by another holding a bag. The one who held the bag had used it's companion as a shield to save itself from the fireball. The last changling clutch the bag as she tried to crawl her way to the mirror right in front of her, when Sunset landed on top of her. And brought down her axe on the changling's head, then she picked up the bag realizing what they are after hearing the changlings calling them the elements. She only knew one thing back home that are called the elements.

"Well look at what we have here," Queen Chrysalis said her voice coming through the mirror.

Sunset look at the mirror surface of the horse statue that showed what's on the other side. Chrysalis in her natural changling form stood there with someone who Sunset hasn't seen in years. Celestia bond in magical chains that kept her from using her magic stood next to the changling queen. They're surrounded by an army of changlings, all ready to conquer a new world.

"Sunset," Celestia said as her eyes widen as she saw her former student on the other side of the mirror.

"I see you two know each other," Chrysalis said.

"So it is true. The changlings took over," Sunset said staring coldly at both the changlings and her former teacher.

"Yes, all thanks to your princess not listening to her student and allowing my changling army to invade," Chrysalis said.

"Other student?" Sunset ask looking at her teacher.

"Sunset, Sunset," Chrysalis said trying to remember where she heard the name before. "Oh yes Sunset Shimmer, the student she was grooming to become a new alicorn. That's before you progress too fast for her liking and when you went and tried to learn dark magic. She finally had the excuse to kick you out and replace you with a more suitable student who would always listen and obey without question. So she'll become the new princess instead of you."

"I was to become a princess?" Sunset ask shock as she looks to Celestia who look away from her gaze.

"You were just too powerful and would have become an alicorn sooner then she would have liked. And you weren't as easily manipulated as her second choice who did everything to please her and never question her. And one who wouldn't become too attached to her since unlike you she has a family of her own. She only saw you as a tool and never anything else. I learn it all from reading her mind while she was in her pod. I just took her out so she'll be able to see the last great hope dash in front of her," Chrysalis smiled.

"Well?" Sunset said as tears flowed down her cheeks. "Do you have anything to say? Anything at all Celestia?"

"Sunset, I feared that once you became an alicorn you'll go down the same path as my sister Luna. Becoming a dark reflection of yourself, I couldn't bare it, so that's why I held you back," Celestia said.

"So that's the reason you were afraid of what, I could have become. Why you stop visiting me and only coming when it's time to teach me," Sunset snap.

"Yes, I was scared of what you were becoming and when, I found you researching dark magic, I had to stop you before you become like my sister once was," Celestia said as she looks at her former student. "Sunset please use the elements and free me, together we can..."

"No," Sunset said looking up to meet her teacher's faces her eyes glaring through tears.

"Sunset?" Celestia ask seeing the hate coming from her.

"I said no. I'm no longer your student. You threw me away remember and replaced with a student who would be your new puppet," Sunset spat out.

"Sunset you were becoming...," Celestia was cut off again.

"A rebel. That's what they call it here in some places. A rebel who does what they do to get attention from their parent figure who doesn't spend enough time with them anymore," Sunset said.

"Sunset what do you mean?" Celestia ask.

"The whole reason, I became a rebel was that it was the only way to get your attention once you started to be scared of me. I had to act out just so that you'll spend time with me! That you only cared about me when, I mess things up," Sunset shouted.

"Sunset that's why, I wanted you to make friends," Celestia said.

"You still don't get it do you," Sunset said shaking with rage.

"What don't, I understand?" Celestia ask.

"YOU WERE MY MOTHER!" Sunset snaps.

Celestia's eyes widen hearing those words. Chrysalis stood by watching as events happen in front of her. And an idea formed in her head to make an ally to help with the conquest of the new world just waiting to be taken.

"I was living in the streets when you found me after my cutie mark appeared. I had no family, no parents... By the time, I was aware of the world, I was already alone. Then you found me. After, I accidentally started that fire with my magic to keep warm for the night. You came took me in and gave me a home. All, I wanted was to be your daughter, I did everything to please you. When you stop visiting me spending less and less time with me... I did everything to regain that attention you once gave me so that... I would no longer be just your... student... I... would be.. your... daughter... inste...," Sunset began crying as she couldn't finish what she was saying.

"Sunset...," Celestia said crying as well seeing what her student had always wanted and needed. Not a teacher but a mother which she wanted her to be.

"Sunset. There's no need for tears," Chrysalis said enjoying the heartbreak in front of her. It was a spice that made it so much sweeter then love. "Join me. I will give you what you need. A family. All you need to do is give me the elements and together we'll take this new world together. As a family."

Sunset look down at the bag containing the elements in the form of necklaces. And then to Celesita who is staring at her with pleading eyes, then to Chrysalis. She look over her shoulder to the crowd of her fellow students who have been watching everything being revealed to them.

"I have a better idea," Sunset said as she toss the bag in front of the mirror. "This portal on this statue is the only thing connecting both worlds together. And, I don't want anything to do with either of you!"

Sunset channeled everything into her axe, putting all of her magic into one attack. She brought down the axe onto the other necklaces breaking them into hundreds of pieces sending them flying across the world. The result of her destroying the elements in front of the mirror had the desired effects as she still remembers some of her past lessons in magic. The massive release of magic in front of a portal mirror would always result in both sides of the mirror, where you came from and the one that took you to the place you wanted to go. To both be destroyed at the same time. The last image of the world Sunset came from, was the sight of her teacher screaming something as the mirror of both worlds broke.

Sunset with the deed done fell to her knees drain of everything. She pulled helmet off with it turning back into a crown and her new outfit turning back into her bloody clothes. She felt so empty now, no rage, no sadness, just a hole of nothing in her. She just stared at the broken remains of the horse statue as the police arrived on the scene as well as other emergency services. With that one act she had destroyed the only gateway back to her world while saving this one from the changlings. Leaving her the last unicorn of a fallen kingdom to remain on this world.

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Author's Notes -

1 - The outfit and weapon are base on the weapon and armor that the lead female in the game trailer for Battlecry wore and used.

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	3. Chapter 3

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Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

Aftermath -

Sunset found herself sitting at a table with a government agent sitting at the other end. They say in a room with a one way mirror in it. She was taken from the school and first taken to the police station but was then picked up by some government agents. She has no idea where she is as she just stop caring. In one moment she had forever cut herself off from her world and left her here in this one.

"Ms Shimmer," the man spoke to her getting her attention. "I would like to ask you some question about what happen at the school."

"About what? That Changlings, bug like creatures of my world conquer my country of Equestria. And that my former teacher Celestia's pet phoenix, Philemena somehow managed to get the Elements of Harmony and somehow got the mirror that should have only open every thirty moons, and it shouldn't have happen for another two months. And five of the Changlings followed him to this world. And instead of turning into humans like, I did when I first came here. They became hornet like humans instead and attack the school. The leader of the Changlings stab me and the only reason why, I'm even alive is because Dash managed to get the crown on me. Transforming me into a magical girl letting me use magic once again. Letting me kill all of them and ending up in front of the portal. Where, I got to meet the Changling Queen and talk with my former teacher for the last time, before I destroyed the portal?" Sunset ask.

"Let us talk about your race," the agent said.

"I'm a unicorn before coming to this world and, I was transformed into a human. There are 4 types of ponies, Earth Ponies, Pegasus, Unicorns, and Alicorns who are a blend of all three. All of us can use magic, the Earth Ponies are the strongest and able to use earth magic to make plants grow. Pegasus can fly and control the weather of my world. Unicorns like myself are the most gifted in magic, channeling it using our horns. There are only two alicorns in my world from what, I know. Celestia and Cadance both of whom are far more powerful then any unicorn in terms of magic. Cadance has the power to make anyone fall in love, while Celestia has the power to raise and lower the sun and the moon. She is also the sole ruler of my country of Equestria. But from my studies here have taught me, it might be that all she did and the unicorns before her was rotate the planet. You also should know that unlike here there are plenty of sentient races on my world. Cows, donkeys, zebras, griffens, and others can all talk and think like my race. I can only imagine what the other countries are doing now that the Changlings have taken over," Sunset said.

"What do you know about the Changlings?" the man ask.

"From what, I remember they're bug like ponies in my world. No one knows where they came from but ever since they appeared, they have invaded several kingdoms in the past. They feed off of love and place anyone they catch into green pods to trap them in a never ending dream. So they can feed upon them while keeping them alive. They can shape shift into anyone if the body mass isn't too different. They have always been lead by Queen Chrysalis. Other then that, I don't know much about them or remember much, no one actually does any real research on them as they just appear and disappear," Sunset said.

"The portal. Can it be reopen?" the man ask.

"I remember enough to know that a massive release of magic in front of any portal destroys both ends of it. To open a portal to this world again, the Changlings are going to have to make a brand new portal. It would take much magic and knowledge that can't be easily be found. But of course since the Changlings have taken over, the libraries and the vaults that held the most dangerous of magical items and knowledge would be easily found by the Changlings now," Sunset explains.

"How hard would it be to make a new one?" the man ask.

"The one of made it was a unicorn name Star Swirl the Breaded. He was the greatest wizard that had ever lived in my world. His talent was in creating magical spells and items, everything related to magic is base on his research. And all of his personal books and journals are kept in the royal vault that the Changlings would have broken into by now," Sunset said. "I don't know how long it will take but, I'm sure by forcing some powerful unicorns to work on it, they'll have a new one sooner or later. Of course that is depending on if Queen Chrysalis wants to conquer this world too."

"All you did was buy us time then," the man said.

"That or that's it and the Changlings stay in my world," Sunset said.

"That be all," the man said as he left the room.

Sunset sat there and waited wondering what will happen from here. She didn't had to wait for long as a woman in uniform came into the room. Sunset saw it's Rainbow Dash's mother Spitfire who is a Lieutenant Colonel in the airforce. She has seen her from time to time around the school but her work kept her away most of the time. (1)

"Hello Sunset," Spitfire said as she sat down and place a folder on the table.

"Been watching me?" Sunset ask.

"Yes, I have. The brass thought that talking with me would be easier since we have met before," Spitfire said as she opens the folder. "We dug around and found where you have been living all of this time. A abandon store that you have been living in since, I would guess since you got here. We also found items that have been reported stolen and other things that you have been selling to make money."

"I did what, I had to do to survive. I only enrolled in the school for a place to eat and has running water. And to use the showers there," Sunset said admitting the bleak living conditions she's been living that she hid from her classmates.

"Right now the government heads are at a lost in what to do with you," Spitfire said.

"Let me guess they want to send me to a research center and study me. I seen the movies," Sunset said.

"We have already studying the bodies of those Changlings and you're the only one here who has the information we need. As you said if the Changlings want to conquer my world they would have to make a new portal. With your fellow students posting everything online, it's all over the net. All the other countries are now in a panic," Spitfire said as she doesn't want to think about what some of those countries wanted to do with Sunset. Not to mention the shadowy agencies in this one.

"It's much harder to keep things under the rug these days," Sunset said.

"Sunset the brass would like you to work with us in preparing for the return of the Changlings if they do come," Spitfire said.

"And that they would like to learn if others can use magic," Sunset said as her hands glowed a shade of light blue like her eyes lifting the folder up from the table.

"So tell me why haven't you used magic before till now?" Spitfire ask as she grabs the folder.

"I couldn't before. The magic fields of this world are all but dead. I was shock that the magical field of this world which is like a muscle was so anorexic and underused. Magic users can't draw magic from nowhere, it has to be taken from magical fields. The strongest magic field, is in Ponyvile. From what, I guess if magic leaking through the mirror. That's why, I stayed in the town as, I hoped that one day be able to use magic again. All, I have been able to do is detect magic. Since, I have become the barer of the element of magic, I now have my magic return. But right now it's nothing more then parlor tricks. I would have to exercise the magical field here to make it strong," Sunset explained.

"So in other words the crown has recharged your batteries," Spitfire said.

"Yes," Sunset said.

"Can magic be used for other things?" Spitfire ask.

"I guess but, I really didn't pay attention to things like that. But, I do know that some of the power that lights our cities comes from magic," Sunset said.

"Sunset will you be willing to work with us?" Spitfire ask. The brass wanted to avoid any bad P.R. as Sunset face is quickly becoming well known and it would look bad for her government is she just disappeared.

"Just like in the Avengers," Sunset said having seen the movie.

"Well are there are more magic users out there?" Spitfire ask.

"I destroyed the other elements so using them to make more magical girls is out of the question. The crown won't work on just anyone. The elements only work for those who best represent what the element stands for. Magic which thanks to my strong magic connection worked for me. The other elements were, Honesty, Kindness, Laughter, Generosity, and Loyalty. They would have only worked for someone who is strong in one of those elements. Someone who is very loyal would have been able to use the element of loyalty and so on with the others. So the only way anyone would be able to use the crown is if they have strong magic in them. Which in this world magic is nothing more then a fairy tale," Sunset said.

"I see," Spitfire said then thought of something. "Sunset from what, I understand is that if, I went to your world, I would become a pony. So tell me have ever seen humans before you first came here?"

"No when, I first came here, I saw humans for the first time. The closest thing to a human that, I can remember is found in an old book written long before my country of Equestria was founded. I was young at the time but, I do remember some of it. There was a great evil who wanted to to bring a night that will last forever. The ponies of that time seek help from a being from another world over a bridge of light and found a young girl. The picture that, I saw was that of a strange creature. It was like a mostly bald, hornless minotaur that, I know now is the drawing of a human. She wielded a powerful weapons called the rainbow of light," Sunset explains.

"A human visited your world long ago?" Spitfire ask. "Do you remember the name of the human?"

"Her name was Megan Williams," Sunset said.

!

Author's Notes -

1 - In this fic Spitfire is Rainbow Dash and Scootaloo's mother. And both Rainbow Dash and Scootaloo are sisters in this fic.

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	4. Chapter 4

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Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

Time goes on -

It's been 6 months since the event at Canterlot Highschool. Spitfire stood in front of a board of top ranking officials with the President watching from an open channel. She had a projector set up for her presentation. Since Sunset has been responding to her better then others she has been placed as her guardian. With her being the mother of two daughters she has the experience to deal with Sunset better then most others. Spitfire had watched the exchange between Sunset and Princess Celestia, it had hit her straight in the guts. Both of her daughters have their father while she was on duty but seeing Sunset breaking down. Child expects have been called in to help Sunset who has withdrawn from the world. She has been working with them answering all question but seeing the dead eye child in front of her and remembering the girl that drove her daughter Rainbow Dash crazy... She had to fight off the images of her own daughter in Sunset's place.

"After much testing we have discovered that the crown is made out of a metal that can't be found on our world. Or the gem stones on it," Spitfire said bringing up a picture of the crown. "The lab boy have discovered that the crown emits a strange energy. Some of them have tried to put on the crown but as Ms. Shimmer had stated only she has the magic needed to use it."

A new image came up showing Sunset.

"Sunset Shimmer formally a unicorn from the world named Earth by the races of that world and has been dub Earth 2 here. The test that have been done on her, have revealed that the transformation is a complete one that has turn her into a perfectly normal human for her age."

A new image of Sunset transformed came up.

"Sunset once she transforms into her magical form is a different matter. She has name her form Horizon."

A picture of Sunset lifting an army jeep over her head is shown.

"Her strength is much greater as it seems that while in her magical form she has her old pony strength. Which is the baseline for her strength boost. Testing has shown that her strength is something out of the comics, with the limit she can lift without hurting herself is at 10 tons. The same strength limit as Spider-Man in the Marvel comics."

A new image of Sunset flying taken by a drone is shown.

"Her top flight speed is at march 18 faster then anything we have in the air. She also has the reflexes to make full use of her speed. She can't maintain this speed for long however as it drain her of energy. The upper limits that she is able to go is that she is able to go into space."

An image of Sunset's magical uniform is shown.

"We haven't been able to test what her uniform is made out of. It doesn't come off. The only removable part is the helmet that the crown transforms into when worn. And only when Sunset does it as we have tried and it doesn't come off unless she's the one who does it. So testing how well suited the armor is at protecting Sunset is a tricky thing. We have discovered that while the helmet does leave her face expose, there is a magical force field that not only protects her but also allows her to survive in space. She is also able to survive underwater."

An image of Sunset using her magic. Followed by others, one with her casting fireballs that destroyed a tank, another creating a barrier around her protecting her from machine gun fire, and one where she transforms objects from one thing to another.

"Her magic is far stronger then normal unicorns as her special talent which takes the form of what's called a cutie mark that appears on her flank when she was a unicorn. The sun symbol she wore on her shirt is what he cutie mark looked like. Telekinesis to levitate or move objects is the most common power for unicorns. Sunset has shown a wide range of spell casting, ranging from attack spells to teleporting. A full list is written on the report. The spell casting requires concentration and effort, since Sunset's talent is in magic she is able to use more spells and use more magic then what a normal unicorn is able to do." (1)

The screen turned off.

"Right now Sunset is doing well but the child expects that have been called in are worried about her mental health. With what she's been through, they fear that something in her might snap. And seeing what she can do, the last thing we need is for her to have that one bad day that causes her to snap."

"What do they recommend?" the President ask.

"She needs a stable family environment and be allow back into a normal life setting, being around kids her own age and make friends," Spitfire said. "I have already started it by having my daughter Rainbow Dash come to the base and spend some time with Sunset. Right now Sunset is in a deep depression and is being treated for it."

"You think that wise?" one of the brass ask.

"There are guards watching them all the time. Rainbow had leap at the chance to talk with Sunset about her magic, asking her all about it and if she can be taught to do it as well," Spitfire said. "Besides, I have read plenty of comics where treating the person with superpowers and seeing them as nothing more then an enemy or a weapon always ends badly. Without the crown she can't use her full powers and her magic is very limited before she tries herself out. The last thing we need so some government official who thinks everyone but them are trying to destroy this country go and mess around with Sunset, as seen so often in works of fiction. Everyone here should remember she is just a 16 year old girl with deep emotional wounds that needs someone to help her through this time. What we don't need is to create a ticking time bomb waiting to be set off. "

"You have a family in mind?" one of the brass ask.

"My family," Spitfire said. "She already knows my family and she has attached herself to me as emotional support. She has come to trust me and, I'm already a mother of two daughters. Me and my husband will be able to handle her needs with the kids help. The new school year is starting up. So she'll be going back to her old school of Canterlot."

"Alright she'll be place in your care," the President said.

"Thank you," Spitfire said.

"What about the Changlings if they do decide to reopen the portal?" one of the brass ask.

"Sunset will be train to be able to handle herself in battle like a soldier. The basic training is out of the question right now as any drill sergeant yelling at her would result in a messy affair. One sergeant tried that on Sunset to whip her out of her depression. It resulted in him being lifted up in the air and drop to the ground with Sunset increasing the height of the the fall each time. I managed to stop her with Mr. Dumbbell receiving two broken arms and several crack ribs. She is in a very delicate emotional state right now. And will lash out if press too hard," Spitfire said. She remember running up to Sunset as she was lifting sergeant Dumbbell again to drop him, pulling her into a hug, calming her down.

"We seen the report," one of the brass said.

"Sunset can't be treated as a soldier as she is still underage and we don't use child soldiers. And what kind of mental damage it will do to her at this age. She is the only magic user we have and if the portal is reopen will be the only one who can close them. She explained that the portals can be destroyed by releasing a massive burst of magic in front of it, as she did by destroying the other elements," Spitfire said.

"What about the bird that came from the other world?" one of the brass ask.

"We also finally tracked down and contain the phoenix name Philemena. She has been discover having a higher then normal body temperature and more intelligent then a bird of the same size. She is being kept in a large bird cage on the base with Sunset being her care taker. It will help in both of their mental well being," Spitfire reported.

"What about the Changlings bodies?" the brass ask.

"The lab are still going over them. But what they learn so far is that they're cold blooded, and bodies suggest to be much stronger then a human. Their exoskeletons have been tested and are resistant to small firearms, heavier firearms are shown to be effected. Since they are shape shifters they would be able to blend in, but since they are cold blooded a heat scan can show who's a changling. It is untested but the logical is sound. We should be able to handle the Changlings when they come, So unlike in fiction where the military is useless and they have to depend on emotional young teens to save the day, we don't. And while using magic for combat might be amazing, but we already have effective weapons that are battle proven. Besides it didn't help the ponies with the changlings," Spitfire reported. (2)

"Does Sunset have any idea why Equestria fell? They must had some defenses and a standing army," one of the brass ask.

"Sunset thought about it and thinks it's because everyone there is too dependent on the princess. It's a side effect of being ruled by immortal near goddess. The princess would be hesitant to change things from what they remember when she was younger, and due to her both intentional and unintentional influence on society there. All it takes is the slightest hint of dissatisfaction or boredom with an idea for the general populace to discard or outright ignore it. Sunset remembers how what would have been the first radio was cast aside when the princess showed no interest in it because it did something that magic already could. The army from what she remembers is more for show, as the other countries are peaceful with Equestria. The Royal guards and the airforce name the Wonderbolts haven't been in a real battle for centuries. They're more of a police force then an army. So after their princess was defeated all of them just fell over," Spitfire explains. (4)

"What about the other countries?" another brass ask.

"There are several powerful countries around Equestria that would draw the Changlings attention away from us or keep them from actively seeking to invade us. The Centaur kingdom which unlike the old stories here the upper body is more of a minotaur then human. Who share their kingdom with the Gargoyles who they can interbreed with. The Dragons who live in the north. There are several Griffon and Minotaur kingdoms. All of them would put up more of a fight then the ponies did. If we're lucky it would keep the Changlings from sending an army here as they would be busy keeping the country they already taken," Spitfire said.

"If there isn't anything else. Send me reports on any new updates," the president said turning off the com link.

!

Elsewhere -

The shards of the destroyed Elements didn't just disappear but were shattered to the winds. Sending them flying across the world in some cases. The shards gathered around the areas with a strong magic field or people who most represents the element they were once apart of.

"Hey guys look what, I found," Mona Parker aka Mona the vampire said as she run up to her two friends. They're meeting inside their clubhouse all dress up in their costumes.

"What is it?" Charley Bones aka Zapman ask.

"I found these," Mona said as she held up three small shards of what look like from gems.

"Cool," Lily Duncan aka Princess Giant said staring at the shards. The shards came in three different colors, pink, purple and blue.

"What color do you want?" Mona ask.

"We can have one?" Charley ask.

"Sure," Mona answers.

"I'll take this one," Lily said as she takes the pink one and took her crown off to see where she can place it. She tap it on the crown when the shard glowed and sank into the crown's plastic embedding itself into it.

"Wow did you see that?" Charley ask.

"Let me try," Mona said as she takes the purple shard and tries it on her cape. And like before the shard glowed and became apart of her cape.

"The shards must be magical. I know they're from those magical elements that Sunset Shimmer destroyed," Lily said.

"Cool," Charley said as he used the last shard on his watergun and it too merged with it.

"So how do we use magic?" Lily ask.

"Good question," Mona said as she has no idea. (3)

!

Under the Sea -

Rikki Chadwick who became a mermaid with the ability to boil water swam with her friends. Each of them found a strange shard while swimming, that seemed to glow when they touch them. The one she found is red.

Emma Gilbert with the ability to freeze water. The shard she found is orange.

Cleo Sertori who has the ability to control water. The shard she found is purple.

They don't know what they found but they felt something when they touch them so they carried the shards back with them. Wondering what they have found and why are they felt strange when they hold them. It felt like they had more energy as they swam through the sea. (5)

!

Author's Notes -

1 - Seeing that few unicorns have been shown to be able to teleport let alone casting spells. In this fic the only unicorns who are able to powerful magic are the ones with the cutie marks for magic.

2 - Unlike the shows where the arm forces are useless in this fic they're not. Bullets can kill changlings and modern tech like inferred goggles can see through the Changlings shape changing trick as they're cold blooded like insects are. The exoskeletons of the Changlings are able to withstand bullets but heavy firepower will get through their shells. And the magical girls will only be called in if there's no other way. As they're the only ones who can seal any portals. Like in Dragon Age: Inquisition.

3 - Unlike in other fictions just because someone has a magical item it doesn't mean they can just use it. Sunset can because she already knows how to use magic. Also even if one finds a shard or an item with a shard in it doesn't mean it will just work for them. People need to have some magic in them or is strong in the element of the shard.

4 - I haven't seen the royal guards or the Wonderbolts doing anything but getting their butts kick. Namely the Wonderbolts all the time. And they never showed up to help at all with all the big bads. And when they did they got beaten. And the Wonderbolts all they seem to do is put on air shows.

5 - Got any ideas for some crossovers give me your idea. The rules are is that 1- no magical girl animes. 2 - other animes are ok as long as it doesn't have magic in it or takes place in a different world setting. 3 - I would like slice of life ones where there is no magic or something far out that would never happen in real life.

!


	5. Chapter 5

!

Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

Spitfire drove up to Canterlot high in the family minivan, in the back are her two daughters as well as the newest member of the family. Both Rainbow Dash and Scootaloo took time to get use to Sunset being around in the house. Sunset is still in a depression and her daughters have been trying to help her out of it. She had both of her daughters listen on in when Sunset was in therapy about her abandonment issues. And afterwards Spitfire ask them if they ever felt she wasn't spending enough time with them. They told her to her relief that they never felt that way about her.

"Girls be safe," Spitfire said as she looks at the school. The horse statue is gone as no one wanted to test out if putting in a new one would act as the old one did, acting as a portal to their world.

"We will," Scootaloo said as she hops out of the car.

"Come on Sunset," Rainbow Dash said as she grabs her hand and pulls her out of the car.

"Right behind you," Sunset said in a soft voice. Her personality has completely changed from the queen bee of the school, to a shadow of her former self. She now had to be lead and told what to do as she just had no drive to do anything anymore.

"Hi Spitfire," Luna said walking up to the car.

"Hi Luna," Spitfire said as the vice principal walk over to the driver side.

"How is Sunset today?" Luna ask.

She and her sister have visited Sunset after they learn that she's going back to school. And what they found shock them. Sunset wasn't the same girl they knew before the attack on the school. Also it now seems the Sunset doesn't want to be around Celestia as she reminds her of the Celestia of her world who didn't want her to be her daughter. After the visit and they return home, they talk realizing why Sunset was always so eager to please Celestia. Because she look like the one from her world. And now all she sees, is the woman who refused to be her mother.

"Still the same. Also there will be people watching the school and Sunset. Remember she can use magic now and the last thing we need is for a emotional unstable teenager to start lashing out. Rainbow and Scootaloo have gain her trust over the summer, so they can keep her clam," Spitfire said.

"We had a meeting about that," Luna said.

"Just keep an eye on her," Spitfire said as she drove off heading for the base.

"Looks like others are already on the job," Luna said as she looks over to a van part on the street. She already knows that Sunset is being watched as she is the only magic user of this world. Making her way too important to lose.

!

In the school -

Sunset kept her eyes on her feet as walks behind Rainbow Dash, who is leading her to their class. Both she and Rainbow have all the same classes so that Rainbow can keep an eye on her. The other students watched as they pass by, all staring at the magical girl from another world.

"Hi Sunset," Fluttershy said as she and the rest of her friends walk up to them. Sunset had revealed to Dash that she's the one who broke them up when they were younger. And they all made up during the summer.

"Hi guys," Sunset said as she forces herself to look up to Dash's friends. She did notice there's a new girl, who is wearing glasses with purple hair.

"Hi, I'm Twilight," the new girl greeted. "I have so many questions to ask."

"Hold it there," Applejack said as she yanks Twilight away from Sunset. They had met over the summer, as Twilight learning that magic is real wanted to learn everything she can about it. She visited the from the city during the last part of the school year and met her and the others. She wanted to learn all she can about magic and Sunset's world. So she started by asking the students about her and met the gang who had became friends again. She transferred to Canterlot so she'll be able to learn all about magic.

"Twilight not now," Dash said as her mom told her to keep the other students from bothering Sunset.

"It's ok," Sunset said as she walks in front of Dash. "Ask away."

"Can you turn us into magical girls like you?" Pinkie Pie shouted out popping up between Twilight and Sunset.

"No," Sunset growled. "And, I have enough of that kind of talk. So many fans of animes all asking me questions and wanting me to dress like one of those anime girls in the revealing outfits. Just because, I have magic and a smart bird from a magical world. Doesn't mean, I'm going to act like those dumb anime magical girls or wear those outfits."

"You don't like anime magical girls do you," Rarity said.

"Of course not. No real magic user would ever be like any of that. And now, I have crazy fans from all over asking me dumb questions and asking for pictures," Sunset mutters.

"Really?" Applejack ask.

"She's living with me, I should know," Rainbow Dash said.

"You do not want to know what kind of letters, I have been getting," Sunset said. (1)

"Trust me you don't want to know," Rainbow Dash said.

"What about your animal companion?" Pinkie Pie ask.

"No Philomena doesn't talk or give out wise advice," Sunset said before thinking of something else. "Also he doesn't grant any magic to others."

"Scootaloo tried already. We found her having made an alter serving Philomena food to grant her magic," Rainbow Dash said.

"Like that would ever work," Sunset said.

"It doesn't?" Rarity ask.

"Forget magic base on anything around here. It doesn't work," Sunset said.

"How does it work?" Fluttershy ask.

"Takes too long to explain," Sunset said.

"Sunset!" Snips and Snails shouted as they greeted her.

"Hi you two," Sunset said greeting the only two friends she has in the school before everything that happen after the Changlings came.

"It's good to see you again," Snaps said.

"We found this for you," Snails said as he hands her a shard from the element of Laughter.

"You two found this?" Sunset said as she takes the shard from them. The shard is small barely bigger then a grain of rice. (2)

"Is that a piece of those elements you destroyed to close the portal?" Dash ask.

"It is," Sunset said as she looks it over. "But the magic in it is not active. It's there but it needs something to activate it."

Everyone looks at her.

"What?" Sunset ask.

"Can't you zap it with your magic?" Pinkie Pie said with stars in her eyes as pictures of her being a magical girl pops into her head.

"It doesn't work that way," Sunset said as she stares at the shard. "I can't just charge it like a battery. Besides none of you want to be a magical girl."

"Why not it's cool! You get to beat those changlings," Rainbow Dash said.

"And, I'm seeing a therapist to deal with PTSD remember," Sunset snaps at Rainbow Dash.

"You're seeing a therapist?" Fluttershy ask.

"I killed five living beings that day. For you people they aren't humans so it's okay to kill them. But, I'm from a world where there is more then one sentient race. So unlike you, I'm more... aware that just because a being isn't like me. The being isn't just a mindless animal," Sunset said stunning the students around her who are listening in. (3)

"But if Dash didn't place the crown on you when she did. You would have died," Rarity said.

"I know that and had the help, I needed to deal with it," Sunset said.

"I heard that taking a life is the hardest thing you can do," Applejack said softly as she realized why Sunset is acting that way. As if animals could talk... she wouldn't be able to bring herself to kill the chickens her family raise.

"That's a lie," Sunset said. "Taking a life is easy. It's just way too easy."

"Settle down Sunset," Dash said putting her hand on her shoulder to calm her. She's been living with Sunset long enough to know how her mood can turn on a dime.

"Right," Sunset said taking a deep breath. "So, I'm going to hold onto this shard till someone comes to bag it. Besides in this world magic maybe cool for you humans but that's it. Magic doesn't matter in this world."

"Bag it?" Applejack ask.

"You really think, there aren't people keeping an eye on me?" Sunset said as she walk off to class pulling Dash along with her.

"People are watching her?" Fluttershy ask as she looks around.

"The school does have cameras now," Rarity said pointing to the new security cameras hanging on the ceilings.

"Wait they weren't here before?" Twilight ask.

"Nope," Applejack said.

"The school was closed down for 2 weeks till it was allowed to be reopen," Pinkie Pie said.

"There was one heck of a circus around the school," Rarity said.

"Boys where did you two find that shard?" Twilight ask Snips and Snails.

"We found it after the big fight," Snails said.

"It was struck under my shoe," Snips said.

"That would mean there be more shards around here then," Twilight said eyes brightening as she would be able to study a real magical item if she can find more of those shards.

"Cool it be like that anime, Inuyasha," Pinkie Pie said.

"But Pinkie it's been months since the portal was destroyed. Those shards can be anywhere and they're so small," Applejack said fingered her hat.

The same hat she wore when those changlings attack the school and when Sunset destroyed the portal. Embedded in her hat is an orange shard. Which many of the students have likewise with items of clothing or objects they had with them that day. Three students who joined the school for the new year also had listened on in. And news of shards of the element laying around for anyone to find them isn't something that they don't want in on.

!

Equestria -

Chrysalis walk into the chamber of the castle that now housed the new portal, on a walkway that overlooked the room. The portal is far from ready and would take much time and resources to finish. She's having the unicorns under heavy guard work around the clock in making it, having combed over all of the books and scrolls kept in the castle and across Equestria. She even had the abandon castle strip down to find any information. It's something to do as she made plans for expanding her new empire. The other countries around Equestria are all on guard against her people. There is also that blue unicorn who is leading what's left of the free ponies in a rebel group. She wouldn't be a problem but for her having a powerful magical item that made her powerful.

As of now after securing all of the boarders of Equestria she is allowing traders from other countries to travel through her land. She can wait till her changling army numbers are large enough to attack the other countries. Besides she is already having enough trouble keeping what she has taken, not to mention keeping everything running. Her changlings are now running everything in Equestria, all the important ones anyways. The ponies are now serve nothing more then food and living batteries for her people. And are all kept in underground chambers only being taken out when they are needed. Like the force labor she's has the ponies doing around her empire.

The main reason why she's reopening the portal is to be able to secure more resources for her empire. That world is ripe for the pickings and the surviving scout new form showed much promise. In fact she has all of her changlings take on those new forms as she enjoys being able to use hands now. And it allow them to use tools that only those with hands like the minotaurs, griffons and other races who have hands could use with any real skill. She feels much more powerful then she was when she was in her pony like form, true her true form is stronger but she now has more movement now. And her Changlings are now much better fighters as the few boarder fights taught the other races. They now able to fight against the minotaurs and griffons on an even level, both of which have the strongest arm forces.

"My queen the portal is almost complete. Within a month the portal will be ready to be open," a changling said who's in charge of the building of the portal.

"Good," Chrysalis said as she looks down on the ponies working below.

"My queen is it wise to reopen the portal?" the changling ask.

"The other races have decided to leave Equestria to it's fate. And won't attack as long as we don't invade their lands. So while we build up our numbers to conquer them, why not attack that other world. Besides, I remember hearing an ancient tale in the ancient days when the first of the ponies lived in the valley that we now call home," Chrysalis said.

"You mean the warrior who came from another world?" the changling ask having heard that tale as well.

"Yes and if that world is where the warrior Megan came from. That would mean the rainbow of light will be found there. And once that power is in my hands there be nothing that can stand in my way of taking over this world and that other world. Enough power to feed all of us," Chrysalis said.

!

Author's Notes -

1 - There be alot of sick letters for any real magical girl, mainly from the anime crowd. Come on anyone who goes to an anime convention knows some people who are way too into it.

2 - Each of the Elements broke into hundreds of small pieces. They reverted to their original forms of orbs when they were broken. And are now like the jewel from Inuyasha granting power to those who find them have a strong tie to their element.

3 - Unlike in other magical girl fictions the magical girls are just young emotional teens who are suddenly face with fight for your life or die. And killing changlings won't be just something that people can just act as if it doesn't matter. Sunset has mental scars because she grew up in a world where there are different races living side by side. So unlike the human magical girls in other fictions she won't react like she just killed a monster, she will react as one would if they suddenly killed another living breathing being. She needs to talk to a doctor to deal with the after effects, as modern soldiers can talk with doctors to deal with PTSD. And even if they don't kill, the effects of battles does take a toll as well on the mental state of those who seen battle as it does in real life.

!


	6. Chapter 6

!

Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

Maxine 'Max' Caulfield and her friend Chloe Price stood together in front of the old Arcadia Bay lighthouse. Max discovered 4 days ago that she has the power to rewind time. She also able to travel much further back in time by focusing on old photographs of herself and also able to stop time but it drains her. She discovered that doing it too much or too long causing her nose to bleed. She been using her powers for the last 4 days trying to help and save as many people as she could. But no matter what she did she always ended up back here. The lighthouse and Chloe who because she saved her from being shot by Nathan Prescott somehow unlocked her power. (1)

Now both of them stood as the storm came closer to the town to destroy it. All because Max saved Chloe which somehow resulted in the universe deciding to give her the choice. Either Chloe dies as she was suppose to or the town and the people in it die.

"Max, this is the only way," Chloe said as she handed Max the photo that was taken of the blue butterfly right before Max's powers first appeared.

"I feel like I took this shot a thousand years ago," Max said.

"You... you could use that photo to change everything right back to when you took that picture...," Chloe said knowing what will happen to her. "All that would take is for me to... to..."

Chloe broken down sobbing.

"Fuck that! No... no way! You are my number one priority now," Max said. "You are all that matters to me."

"I know. You proved that over and over again... even though I don't deserve it," Chloe said. "I'm so selfish... not like my mom... Look what she had to give up and live through... And she did. She deserves so much more than to be killed by a storm in a fucking my step... father deserves her alive. There's so many more people in Arcadia Bay who should live.. way more than me..."

"Don't say that... I won't trade you," Max said.

"You're not trading me. Maybe you've just been delaying my real destiny... Look at how many times I've almost died or actually died around you. Look at what's happened in Arcadia Bay ever since you first saved me. I know I've been selfish, but for once I think I should accept my fate... our fate...," Chloe said.

"Chloe...," Max said staring at her friend.

"Max, you finally came back to me this week, and... you did nothing but show me your love and friendship. You made me smile and laugh, like I haven't done in years. Wherever I end up after this... in whatever reality... all of those moments between us were real, and they'll always be ours. No matter what you choose, I know you'll make the right decision," Chloe said to Max, the rain hiding their tear strain faces.

"Chloe... I can't make this choice...," Max said.

"No, Max... You're the only one who can," Chloe said as she took Max in her arms by the shoulders.

"Max... it's time...," Chloe said letting Max go.

"Chloe... I'm so, so sorry... I... I don't want to do this," Max said.

"I know, Max. But we have to. We have to save everybody, okay?" Chloe said as she hugs Max. "And you'll make those fuckers pay for what they did to Rachel."

Max could only stare at her friend and something more.

"Being together this week... it was the best farewell gift I could have hoped for. You're my hero, Max," Chloe said.

"Oh, Chloe... I'm gonna miss you so much," Max said as she and Chloe took each other in their arms and kissed.

Both of them began to glow, Max pink and Chloe purple, then a wave of energy burst out from them. When it faded both of them saw each other were now wearing some kind of uniform. Max wore a pink robe with a darker pink hooded cloak. She also held her camera that she always had on her. Which is glowing pink from the shard of Kindness within it. Chloe on the other hand was now wearing what looks like a race car driver suit colored purple. Before they could do anything, Chloe's old truck came flying through the air to them, now rebuilt and colored purple. Chloe reached into her pocket and found her car key glowing from the shard of Generosity within the truck.

"We're magical girls," Max said realizing why she has powers. It was because of what the girl from another world did months ago.

"Those pieces of those magical items she destroyed, we had them all the time," Chloe said as she turns her glaze to the storm. "We can stop the storm we have powers now."

"Chloe wait we don't even know how to use our powers," Max said as she has no idea what to do with her new powers.

"It's better then doing nothing," Chloe said as she opens her truck door and got in.

"Yes, I cause this. I have to stop it," Max said as she was about to step into the truck but stop when she and Chloe saw something glowing red flying into the storm.

The storm that was about to destroy the town was destroyed as a red barrier burst out from its center. The barrier broke the center of the storm stopping the wind that was driving it. Then the thing that destroyed the storm came flying towards them. Both of them thought it was going to hit them but it stop right in front of them. Blinking they could only stare at the flying figure who's hovering in front of them. (2)

"Alright which one of you been playing around with time magic?" Sunset ask in her magical girl form.

!

Author's Notes -

1 - 'Life Is Strange' a great game to play try it out.

2 - I would guess if you could make something that can stop the wind or destroy the center of the twister you can stop it.

!


	7. Chapter 7

!

Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

"Maxine 'Max' Caulfield and her friend Chloe Price both have unlock the power of the shards that were near them. Max with her camera and Chloe with her truck. Max has a shard of Kindness and Chloe Generosity. Max has been using her time power to rewind time so she can help others, she didn't know that her camera had a shard in it. Chloe when she was willing to give up her own life so that others could live, awaken the shard that's embedded in her truck. It looks like a strong event is able to power the shard as long as its the right Element being used at the time," Sunset said to the panel of screens of different government heads and the president. Spitfire stood near her in the room they're in.

"And Ms. Caulfield using time magic caused the storm?" one of the government heads ask.

"Time magic is one field of magic that isn't something just anyone can use, in fact no unicorn back in my world even the princess uses time magic. The storm was caused by Ms. Caulfield repeatedly using it without any real idea how to use it. What she was doing was breaking down a wall instead of using a door. Time magic is the very last resort to ever be used. Even the villains of my world know better then using time magic. If it was as easy it is in fiction, they would have done it ages ago. I never used time magic but, I have studied it. The princess told me about time magic, saying that using time magic is the hardest spell to use even for someone like her. Even the smallest mistake cause damage, the storm is one of the things that happens when time magic is used wrong. Ms. Caulfield is currently one of the most powerful magic users, she is able to just use time magic without putting any effort into it. But as she doesn't know how to control it, she has no control over the magic she is slowly killing herself. The psychic nosebleeds she has from using her powers are signs of it killing her. Time magic causes magi overload to whoever used it and only unicorns who are strong in magic have any hope in surviving using it," Sunset explains.

"Can she be taught to be able to control it?" one head ask.

"Too risky. Unless the caster has completely control and knows what they're doing, anything can happen. And that's not going into the whole changing the past thing. While going back a couple of seconds to get the last doughnut won't change the world into a nightmare world, there's no telling what can happen the further back you go. It's a last resort that is only to be used when there's nothing else that can be done. Not to mention all the things that can happen when time travel is in play. Besides Max is only able to travel back in time a few seconds and in one cause managed to stop time around her but caused her great pain just doing it. Stopping time puts a great strain on any user, Max is lucky that she didn't die. As to go back further in time she needs pictures of the past with her in it. It's a form a mental time travel that is very limited as the user can only interact with the surroundings of the place the picture is taken and only if they're in it. And to teach her how to use time magic is impossible as, I never learn time magic," Sunset said. (1)

"The shards can be activated if the right conditions are met. Does it mean that other countries will be able to have their own magic users?" the president ask.

"Yes if the right people find them. There is also the magic pump that's being built. While it will create renewable energy it will also strengthen the magical field around it. With a stronger magic field, more shards will be charged and more magical users will be revealed. Of course unlike me, these new magic users won't be as powerful as I am. They only have shards while, I have the whole piece and know how to use it along with the magical skills. I already place spell blocks on both Caulfield and Price to keep them from using their magic," Sunset said.

"This will cause problems," the president said as other countries will have magic users of their own.

"I have an idea to handle any new magic users that appear. Sunset is the only one who can teach them to control their new powers. We can locate any new magic users and offer them training to control their new powers. Word has already gotten out in what caused the storm to happen on the west coast. The government needs to show what their stance on magic users," Spitfire said.

"Are you able to train them?" the president ask Sunset.

"I can," Sunset said. "Besides sooner or later someone is going to gain magic and use it to commit crimes. What, I know is that the Elements couldn't be used for evil acts. But since, I broke them into pieces..."

"You have no idea," the air force brass said.

"Yes and no idea how many and where the shards are," Sunset said.

"We did collected some after you you destroyed them but there had to be more pieces then what we found," a government head said.

"My best guess is that they went to people who have strong magic or where the magic is the strongest. One thing about magic items like the Elements to remember is that they only work when the right conditions are made for them," Sunset said.

"What about Ms. Price? What is her power?" one government head ask.

"From what, I seen so far her power is tied to her truck. It's a flying magical truck that is while it's in motions is unstoppable. As while we were flying back to base using her truck, she made a tunnel through a mountain," Sunset said.

"Through a mountain?" Spitfire ask looking at her.

"She needs flying lessons," Sunset said.

!

Russia -

General Ironwing walk to the testing chamber of the army base. Ever since the reveal that magic is real and there is a whole world of magic out there, many countries have been doing research on magic. The Americans are the only one with a train magic user who came from that world of ponies. They like other countries have been searching for any magical item, most of them turn out to be nothing. But they did find a shard from one of those elements that was destroyed to seal off the portal.

He walk up to the window and peered into the testing chamber. Around him researchers are recording their findings as the young army recuit tested her new powers. Fading Light was just like any other young soldier, till a few months ago she discovered that she gain magic powers. Scanning her body revealed that she has a red shard the size of a grain of rice embedded in her fake eye.

Her magic allows her to speed up kinetic energy resulting in massive explosion and melting solid objects. In other words she can microwave objects. Her body is also strengthen and allows her to withstand her own power. (2)

Like the girl Sunset, she gain a magical girl form as many have been calling it. In her case, Fading Light's magical girl form is that of an armored knight in a sense. Her entire body is covered by red metal that is unknown in this world, the helmet that covers her head is that of a smooth dome with no openings at all anywhere. They tested it and she can't even feel anything while in that form, and testing has proven she can be shot by tank fire. While she can still be repelled by the shot it doesn't harm her at all. Her armor form makes her into a giant at 15 feet, like one of those robots with a human controlling it. (3) From her hands she can fire beams of energy, making her a walking tank. Some researchers think that the armor isn't to protect her, but to protect others from her power. Even with her armor she generates a great amount of heat, that makes her too hot to touch without protection.

"How is she today?" Ironwing ask to the head researcher Jammer Head.

"Her power levels seem to have no limits," Jammer Head said as he looks over the energy levels she's giving off.

The testing chamber is flooded with water and the heat she's producing is powering a generator to see how much power she is creating. The amount of energy she is releasing can power a city, making her a very powerful magic user. But of course it remains to be seen how well she does against other magic users.

"Of what we know of Shimmer's powers, how does she match up?" Ironwing ask.

"Hard to say. She is a trained magic user while Fading Light while powerful doesn't have the skills to make full use of her powers. The storm that Ms. Shimmer stop was caused by a magic user who didn't know how to control her power. With time and training Ms. Light might be able to stop her body from being too hot for anyone to touch," Jammer Head said.

"Have other shards been found?" Ironwing ask.

"We're now running test to see if we can detect the shards we already found. But it looks like unless someone has the right magic and the right conditions are met can't be activated. We already tried, but all attempts in creating more magic users have failed. Ms. Light might have stronger magic in her then the others who have tried," Jammer Head said.

"What about the magic pump that the Americans are building?" Ironwing ask.

"Magic pump?" Jammer Head ask.

"It works like an oil pump but instead it draw magic. With the help of Ms. Shimmer they managed to build a machine that not only use magic as a new source of renewable energy but also strengthens the magic field it's located at. If there isn't enough magic within the people who have tried to use magic, we can simply strengthen the magic field instead," Ironwing explains.

"Yes that should work," Jammer Head said. "But how do we get the plans?"

"The Americans can't keep a new source of energy all to themselves. Once the pump is working, we simply go through the usually channels and press the issue," Ironwing said. "There's no telling how many other magic users have appeared since those shards fell across the world. We also need them if those Changlings decide to reopen the portal."

"We're already working on being able to detect when magic is being used," Jammer Head said.

"Good, we need to learn how many others have gain magic. Fading Light can't be the only one with strong enough magic to awaken a shard. And if they're like Fading Light they will be powerful," Ironwing said.

!

Australia -

In the the outback two young Aboriginal girls sat cross legged on the ground. One of them held a didgeridoo in her hands playing it, while the other kept the rhythm with clapsticks. Both of them wore the same outfit, different colored bodysuits underneath a tan vest and matching shorts, with matching hats. The one playng the didgeridoo bodysuit is colored blue, while the one playing with the clapsticks is orange.

Both of them sat on a piece of earth floating in the air as colorful lights dance around them. Power over Earth and Color is theirs to command. All they needed now was to train themselves to safely use their powers. (4)

!

The North Sea -

A young Inuit woman stood up on her father's salvage boat as they search for wreaks to bring up to sell as scrap. She wore a furred laminar armor made from harden leather, reinforced by wood and bones. She held a harpoon that held a purple shard within it. Her father radar found a sunken boat, and shouted for her to bring it up. She raised her harpoon and the metal wreck was lifted out of the water. Her power is that of magnetism manipulation and she's been using it to help feed her family.

!

Middle East -

A young Israeli born woman part of the IDF stood at a firing range. Her outfit is that of a normal IDF soldier but that is tainted pink. The target in front of her is a block of stone, behind her are some brass and officials watching the display. She takes in a deep breath and opens her mouth letting out a scream too high for any human to hear. The animals around the firing range began acting crazy, hearing the scream that the humans couldn't. The block of stone broke apart as the sonic waves of her scream broke it at the atomic level. She gain the power of sound and the display of power she showed is just one of the many uses for her new found power.

!

South America -

A young woman walk through the base of a drug lord as the soldiers there open fire on her. She wore the ancient Jaguar warrior armor that the Aztec once wore, carrying a macuahuitl a wooden sword with obsidian blades that held a blue shard within. The armor made it look like her war painted face was swallowed by a Jaguar, the rest of the animal skin covered her backside and her limbs encase within the limbs of the big cat. Her front is protected by a metal breast plate and a metal knee length battle skirt. The bullets the soldiers are firing at her never reached her as the bullets once close enough seem to hit a barrier that caused them to fall to the ground. The woman wave her sword around her head and an unseen force pick up all the soldiers around her and brought them into one big cluster in the air. Then they were all condensed into a ball, made from the soldiers and what was on them. The ball that was once over 30 soldiers including the drug lord, was the size of a tennis ball. She has the power to control gravity and using it to fight back against the drug trade.

She like other new magic user had strong enough magic already within them to awaken the shards that were near or on them. And soon the world will learn that Sunset Shimmer isn't the only magic user on the planet. Each shard of the destroyed elements gathered where there's strong magic or to people who are strong with magic, all of the shard are just waiting till they're found or when the one who found them meets the right conditions for them to awaken. (5)

!

Author's Notes -

1 - It would explain why the time spell that Twilight used has never been used again.

2 - Fire and heat is one thing but microwaving something effects it on a subatomic level. In Needless manga, this power is shown to effect even other fire base users who's bodies can stand up to heat.

3 - Like the Apex Armor in Transformers Prime.

4 - She has the same power as Color Kid of DC comics. Which isn't a lame power when you learn that color at least in organic substances, color comes from the number and configuration of conjugated double bonds in a compound. In other words this power can create and destroy double bonds at will. A bit of create application of this, and the one with this power could effortlessly kill anyone by changing them at the molecular level.

5 - The ones who awaken a shard because of the magic already within them are much stronger then the later magic users. And all of them pale to the power of the Element of Magic which is whole. The shards gives their users a power with some side powers so they be able to withstand their own powers. And no two shards have the same power, some are alike but aren't just a copy.

!


	8. Chapter 8

!

Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

In the Everfree Forest the last part of Equestria that's free from Changlings rule, are the last group of ponies who are rebelling against Changlings who are of any worth. There are other ponies who had escape or where living or visiting the other countries when the take over happen, but they're leaderless. The other races are busy raising armies and supplies for defense against the new power in the world.

During the invasion and securing Equestria, ponies of Ponyvile had fled into the forest to escape capture. They made their base in the old castle which has remained safe from the Changlings. They're lead by Trixie who gain the power of the Alicorn Armlet giving her great power but changed her into a power hungry tyrant, who place a powerful barrier around the forest that kept the Changlings out. The ponies didn't like it but seeing that they had no choice followed her as Trixie is the last unicorn with strong magic left free. The ponies were broken into groups and did what they could to help out.

Granny Smith and Big Macintosh along with the other farmers grew what they could to free the many refugees that escape into the forest as the barrier only kept Changlings out. They lost many family members to the invasion. But kept up working as there are hungry mouths to feed. Flim and Flam the brothers who once tried to take over the apple cider business have build a harvesting machine to help in gathering food within the limited farmland around the castle. Granny Smith didn't like it but it wasn't about what she saw is the right way, it's about surviving now.

The castle was rebuilt with the help of the Pie sisters, Pinkie's sisters who escape but their parents didn't. They help in the quarry gathering the rocks that are needed to build up the castle defenses. Iron Will who escape into the Forest help with what few guards are left to train able body ponies into fighting shape. Zecora who lived in the forest help in gathering supplies from the forest.

"Well the Great and Powerful Trixie is waiting," Trixie said sitting in the throne room. Before her are the remaining Wonderbolts, Spitfire, Soarin, and Fleetfoot who were on an airshow far from Canterlot when the invasion happen. With them are Daring Do and Gilda who made up the air force.

Gilda along some Griffon soldiers was sent from the Griften kingdom which absorbed her country of Griffonstone after the Changling invasion. The Griffon king of Griften did it to secure the boarder seeing that Giffonstone has no government to speak of. And are supplying the ponies to keep the Changlings attention on them, so Griften could prepare itself.

"The Changlings are up to something. The traders who have been doing busniess with them have seen them using ponies as force labor gathering raw materials. They're building something and on a massive scale," Spitfire said.

"First they gain those Minotaur like forms and now this," Daring Do said as those new forms allowed the Changlings to fight much better and allow them use weapons that a normal pony wouldn't be able to use.

"It's like fighting a small dragon," Soarin agreed.

The Wonderbolts learned that the hard way when they tried to counter attack a few days after the invasion. They had gathered all the arm forces from all over Equestria for a massive counter-attack to take back the castle and free the princesses. That's when they discovered that the Changlings had somehow gained a new form. The Changlings would just grab them by their wings ripping or breaking them sending them falling. Fighting them was like fighting a small dragon but instead of a small group there was an army of them. The Wonderbolt's only had the wing blades and metal shoes to fight with in the air, while the Changlings in their new forms allowed them to do so much more. And with the Wonderbolts taken down, the ground forces of what was left of Equestria were next to fall. And with it the hope to free Equestria went with it, as the soldiers who survived were taken to be used as food.

"Well you aren't much anyways," Trixie said causing them to glare at her. "If you were then 6 young ponies wouldn't be the ones who saved the day. While you all, what do you do? Oh yes airshows while young untrained ponies do your jobs."

"We did our best," Fleetfoot said.

"When you actually showed up that is," Trixie said as she turns to Daring Do and Gilda. "How about you two?"

"I have been searching for any magical items that could help us. But most of them are deep in Changling held lands. And the ones, I already found were either on display in museums or were lock away. All of which are now in Changlings hands," Daring Do said.

"The king will still supply us with what we need while, he gathers an army. He and the other rulers have been talking in how to attack the Changlings. Seeing how strong they are now, once attack they will spread out like an angry beehive," Gilda said.

"And those breeders once they get enough food can lay hundreds of eggs a day. There could be thousands of Changlings now," Daring Doo said.

"All we can do is delay them as long as we can," Trixie said. She had the remaining guards and able body ponies on hit and run raids on the Changlings, destroying or taking supplies from them. "Does anyone know what the Changling Queen is planning?"

"Well she's been having the Changlings tear apart all the libraries and schools for books and scrolls," Gilda said.

"What are they looking for?" Trixie ask.

"We destroyed a shipment a few days ago and it had all sorts of books in it on old legends about Dream Valley," Fleetfoot spoke up.

"Dream Valley?" Trixie ask.

"I did research on it, even found it or at least what's left of it," Daring Doo said.

"What's left of it?" Trixie ask.

"Yes it's just a barren wasteland of ice and snow now. What's ever is down there is buried underneath layers of ice. I search for anything but all, I found was a cave in a volcano with a strange statue inside. I couldn't take it as it's covered in some strange blue rock crystal that my pickax couldn't even scratch," Daring Doo said.

"What did it look like?" Trixie spoke up.

"It was like a mostly bald, hornless minotaur, I couldn't really see it because of the blue rock encased most of it from view," Daring Doo said.

"Blue rock?" Maud Pie ask. Startling everyone in the room as they didn't even hear her come in.

"Yes blue rock crystal," Daring Doo said.

"Did it look like it was growing over the statue?" Maud ask.

"Yes," Daring Doo answered.

"Must be Stalhirm a very rare rock that can grow over time. It's a very rare rock crystal that, I have only seen small samples of as it's very hard to break. It's also worth more then gold since magic can't effect it in any way, used to made chains and cages to hold powerful magic users or weapons that can't be stop be magic no matter how powerful," Maud Pie explains. (1)

"How hard would it be to forge a weapon from it?" Trixie ask.

"Very hard. No one has ever managed to find a large amount as what Daring said she found to even make one. The even the princess was hard press just to find enough to make prisons and chains to hold magic users. Those just have trace amounts in them. What Daring found would be enough to set her for life," Maud said.

"And that Dream Valley is well beyond the badlands which are under Changling control," Daring Doo said.

"You three give out orders for ponies to be on the look out for Stalhirm. If we find enough, we can make a weapon that will be able to harm the Changling Queen. Trixie will be able to beat her the next time we fight," Trixie said.

"Right," Spitfire said as she lead her remaining teammates out. She wishes that she didn't have to take orders from her, but seeing she's the only thing keeping the Changlings out... the sooner they free the princesses the better.

"Gilda," Trixie said to her.

"Yes?" Gilda ask.

"Send word to the Griffon King that we need Stalhirm weapons if we have a chance of beating the Changling Queen," Trixie said.

"Will do but even in the other countries that's hard to find. A coating is all what most weapons and armor have, since it's just too costly and rare," Gilda said.

!

In the Human World -

Sunset sat down at a table for lunch, with her are Rainbow and her friends. Twilight has been with her testing machines she's been putting together to see if she can't detect magic. Everyone is still talking about how she stop that storm from destroying that town, Arcadia Bay. Now people are asking her to stop other storms from destroying their towns.

"So are you going to be flying around stopping storms?" Fluttershy ask. She and the others have gotten to know Sunset since starting school.

"That be so cool," Rainbow said.

"No it isn't. I nearly killed myself just flying there and using that much power to stop that storm," Sunset said bluntly making the girls gasp.

"You nearly killed yourself?" Twilight ask.

"I had to pin point where the magic, I was sensing was coming form and when that news report of a storm appearing out of nowhere at Arcadia Bay. I had to fly across half the country just to reach it in time. And not even getting into how much strain, I placed myself under just forming a shield bubble around me then expanding it to stop the wind that was driving the storm. And that was just a small storm compared to the ones people are asking me to stop," Sunset said.

"So you can't?" Rarity ask.

"I never learn weather spells. That job was already covered by the pegasus who could control the weather. But even they would had to pull out all the stops just to do what, I did by myself," Sunset said.

"So what about the two new Magic Girls?" Applejack ask.

"Going through red tape. They're going to be learning from me to control their powers, once all the paperwork is done with. I'm still trying to figure out how they awaken those shards like that," Sunset said.

"You think there are others like them?" Twilight ask.

"I wouldn't be surprise if there are. I only sense what was happening because of the kind of magic one of them was using," Sunset said.

"I know, I can make a machine that will detect magic users," Twilight said.

"Well none of the machines you made so far have work," Rainbow said as it was every other day that Twilight tested a new machine on Sunset.

"When you do it will help," Sunset said hoping that what happen at Arcadia Bay doesn't happen again. She then noticed that Pinkie hadn't said anything as she's busy on her phone. "What's so interesting there?"

"Oh this," Pinkie said as she shoves her phone in front of Sunset's face. On it is a mix and match creature appearing in a Youtube game video players post showing how they played the game they're playing.

"What game is this?" Sunset said grabbing the phone as she stared at the creature in the game.

"Halo," Pinkie said wondering why Sunset grab her phone. "Some hacker has been appearing in online games using that creature in all of them."

"The name of the player wouldn't be Discord would it?" Sunset ask. On screen the creature is firing what look like pies at the other players in the online match and winning.

"Yup you played against him?" Pinkie ask.

"Wait that guy?" Applejack said as she looks at the phone screen. "He just pops in and messes with the online matches."

"Yup," Rainbow Dash said looking as well.

"Please let this be a hacker," Sunset said shaking her head.

"Why?" Pinkie ask.

"Discord is the spirit of chaos and is more powerful then just about anyone. It took the princesses using the elements to turn him into stone to stop him. The princess told me all about him when she caught me playing around his stone body. If he's here he can make just about anything happen," Sunset explains.

"Sunset it just might be someone who just made up something that looks like him," Fluttershy said.

"Besides, I seen video of this Discord player for months now," Pinkie said.

"If he's as bad as you're making himself to be why hasn't he acted till now?" Twilight said.

"Timing!"

"Well that's one answer, I guess," Twilight said before blinking.

The girls look around to see who said that.

"Looking for someone?"

Sunset froze as she stared down at the phone she held. The creature in the online video had stop and is looking at her. Sunset drop the phone on the table in shock. The phone screen glowed as the creature flew out into the real world and enlarging as it did so. All the students froze seeing the creature that many had played against or seen in game play videos.

"Oh no," Sunset said staring at Discord in all of his glory.

"Oh yes," Discord smiled at her.

!

Author's Notes -

1 - Stalhirm in this fic is a rare crystal that can't be effected by magic. And it can grow as the gemstones in the MLP world. As that's the only thing, I can think of why gemstones aren't that rare and are eaten by the cart load by dragons.

!


	9. Chapter 9

!

Disclaimer: I don't own any of the characters here that belong to Naruto or My Little Pony that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

"Sunset Shimmer the former student of old sun butt," Discord said as he smiles down at Sunset.

"How did you escape?" Sunset ask willing her hands from shaking.

"Oh it wasn't a problem with so much chaos around for me to escape," Discod said.

"Then what are you doing here?" Sunset ask.

"Well seeing that there's a whole other world this one out there. I decided to let the Changlings keep the ponies while, I come here. Which is thanks to you destroying the portal, as it weaken the walls between worlds. And, I must say these humans are more of my liking then those ponies," Discord said.

"Then why isn't the world all mess up?" Sunset ask.

"Well, I was going to but, I discovered something that's more fun. Human entertainment, years ahead of anything the ponies ever thought up of. And the games the games. So many games to play around with, as many of you kids know already," Discord said smirking.

"Yeah we know," Rainbow mutters along with other gamers.

"With so many worlds and places, I can visit in the games and shows. I came to a realization. If, I went and cause chaos as, I did back in Equestria you know making chocolate rain from the sky and cotton candy clouds... Well if, I did that then the humans would stop many the games and shows that, I have come to enjoy. Which is why, I decided to limit myself to the fictional worlds in games and shows that the humans make. Or till they stop making fun games and shows then, I just have to go outside and play," Discord explains. (1)

"So that's why the world isn't something like in Alice in Wonderland," Sunset said.

"Oh, I like that book," Discord said as he eyed three girls he recognized. He pop in front of them smiling at them.

"Hey leave the other students out of this," Sunset shouted.

"Students yes but they're not humans nor are the ponies. They're sirens or as some call them seaponies. These three are Adagio Dazzle, Sonata Dusk, and Aria Blaze three very naughty sirens with magical amulets that allow them to control others by singing and feeding off of the negativity they caused that also allowed them to live this long," Discord said.

"Hey!" Adagio said as she and her sisters have been laying low with all the government agents around. They were planning on hanging around till the right time or chance appeared for them to return to their world. The Changlings might rule the land but there is still the sea.

"No fair," Sonata said as she huddles close to her sisters. She heard about Discord and how powerful he is.

"What do you want from us freak?" Aria said putting up a brave front.

"Now that's not nice," Discord said as he snaps his fingers and the three sirens amulets puff away.

"HEY!" the three shouted.

"Now, now don't want to make it too easy for you three," Discord said now holding the amulets.

"Give those back!" Adagio said.

"Nope," Discord said as he makes them disappear.

"Alright Discord what are you up to?" Sunset ask having dialed the number Spitfire told her to call when in trouble like this.

"Oh just wanted to spice things up," Discord said. "What is life without some fun?"

"What's going on... here...," principal Celestia ask as she steps into the lunchroom to freeze where she's standing when she saw Discord.

"Well, well the human counterpart of Celestia," Discord said eyeing her.

"Leave her and the others out of this," Sunset snaps.

"Quick to defend her," Discord said.

"Just tell me what you want?" Sunset ask.

"Well to be truthful. I'm hoping that the next Mass Effect game be more fun," Discord said.

"Mass Effect?" Sunset ask.

"Oh yes, I'm a gamer. You see when, I came here. I was going to have fun but, I wanted to learn about this world first. So, I simply went and used the internet to learn everything that, I can about this new world. And well, I got to around playing the games and now looking forward to all the new games," Discord said.

"You already said that," Applejack said.

"Well, I'm just making sure," Discord said as Spitfire came in with several soldiers who all aimed their guns on him.

"Kids get out of here," Spitfire said as she kept her M16 on Discord.

"Oh please," Discord said as he snaps his fingers and all the guns turned into nerf guns.

"What?" Spitfire said as she looks at her now useless gun.

"Forget it. He's the spirit of chaos, he can make just about anything happen," Sunset said to Spitfire.

"You mean like that imp in the Superman comics?" Pinkie ask.

"You can say that. And don't worry like him, I know that if the world is destroyed that there be nothing for me to do anymore," Discord said.

"Discord just tell me what you want?" Sunset ask again.

"Just want to help out. The Chanagelings are preparing to invade this world and seeing how there is such few magic users here. I decided to awaken some of the magic users to help out," Discord said.

"Awaken?" Sunset ask.

"Oh yes, like those two magic users you already met there are others around the world who found an element shard and having the right emotion to activate it and high enough magic level, became magical. But of course, I who is enjoying watching what's been happening decided to be active and make things more interesting," Discord said as he snaps his fingers and the whole school was engulf in light.

When the light faded Sunset notice that nothing happen but then realized as she looks around what had happen.

"What happen?" Twilight ask as she looks around seeing all of her friends now wearing costumes.

"I have wings!" Rainbow Dash shouted as she flap her new metal wings on her back. She wore a white bodysuit that she seen ice skaters wear and wore a helmet with a clear face plate. Her rainbow colored hair now much longer, came out from underneath her helmet. She held a spear with a weighted metal ball connecting the staff and spear head.

"Oh my," Fluttershy said as she too has metal wings on her back like her friend. She was now dress in a green robe like a wizard would wear. Flowers and vines grew out of the robe giving her a mother earth feel to her. She held a simple wooden staff with a flower bud top.

"Land shakes!" Applejack shouted as she's now dress in western duds. She still wore her hat but her outfit is that of a long coat wearing gunslinger straight out of a western. She's armed with a lasso and a six-shooter.

"WHAT AM I WEARING!" Rarity scream. She is now wearing armor made out of gemstones right out of Minecraft. The gem helmet she wore has a unicorn horn on it. She is also armed with a pickax also made out of gemstones.

"I'M MAGICAL!" Pinkie shouted out as she's now dress in a loose fitting red and purple stripe jacket, a blue and orange checker shirt, and yellow pants with green dots one them, With a pair of mismatched boots one brown and the other white, and wore a black glove and a grey glove. And is carrying a large cartoon style mallet.

"This isn't good," Sunset said looking around seeing many other students now wearing magical outfits. There are also some boys in the crowd who also gain magic powers.

"Sunset what happen?" Celestia ask causing Sunset to turn her attention to her.

Sunset blink as Celestia is now wearing what looks like a battle dress. It looks like a white ballgown but parts of the dress is replaced with armor. The skirt is replaced with a leather one with small metal plates covering it. She wore plate armor that covered her upper body, and like her have a pair of metal wings on her back. She wore a helmet like Sunset's when she transforms, a unicorn style helmet. Instead of an axe, she held instead a massive silver colored mace like scepter with the head looking like a stone lantern with something glowing white inside of it.

"Celestia?" Luna ask stepping into the room changed as well. She wore the same outfit as her older sister but is dark blue and held the same mace model. With something dark blue glowing in it.

"Oh look at this," Discord chuckles seeing the two princesses counterparts.

"You activated all the element shards," Sunset said turning her attention back to Discord.

"Yes, I did. Now, I get to sit back and enjoy the show," Discord said.

"Oh yeah!" Rainbow Dash shouted as she flew at Discord ready to give him a beat down.

"Hold it!" Spitfire said as she grabs her daughter in midair and grab her spear from her. She is dress like her daughter but is wearing a blue and yellow bodysuit. Unknown to her she is wearing a Wonderbolt uniform but made for a human. And she also has metal wings, which allows her to catch her daughter before she hurts herself. She is armed with a magical P90 style firearm. (2)

"Nice to see you're more level headed then your daughter," Discord smirks as Spitfire pulled her daughter down to earth with her.

"Rainbow don't you dare try to attack him again," Sunset said. "The only way to defeat him was by using the elements."

"Which expect for yours is in pieces and all of them giving the magical girls and boys a single power," Discord said.

"Single power?" Sunset ask.

"Yes you saw it with those two magical girls you already found. And you also must realize what will happen with a bunch of magic users who don't know the first thing in controlling their magic does? Remember that little purple unicorn and what she did when she couldn't control her magic," Discord said.

"Celestia had to stop her and undo all the things her magic changed," Sunset said.

"Now think of what kind of damage a school worth of new magic users will do. After all that girl who caused that storm had no idea how to control her magic," Discord said as he points to her friends.

"Fluttershy there has the power to control plants."

"Applejack has the power of strength."

"Rainbow Dash has the power of speed."

"Rarity has the power of gemstones."

"Pinkie Pie has the power to teleport. Just to name a few as for you other magic users. You all are going to have to figure out your powers yourselves," Discord said.

"Really!" Pinkie shouted as she puff in a cloud of pink smoke and appeared on top of a table. "Cool!"

"Pinkie don't teleport!" Sunset shouted.

"Why?" Pinkie ask.

"Teleporting can kill you if you don't do it right," Sunset said.

"What?" Pinkie ask.

"She mean if you're not careful you might teleport into something solid. Like a wall or someone standing where you teleported," Discord said.

"That sounds bad," Pinkie said turning a bit green.

"You don't want to know," Sunset said.

"So you see Sunset you're going to be busy teaching them how to control their new powers," Discord said.

"Just great," Sunset said glancing at Celestia.

"Oh yes you're can't see this Celestia without seeing the pony one who refuse to be the mother you saw her as," Discord said as he snaps his fingers and suddenly Sunset and Celestia were standing close together.

"What happen?" Sunset said as she walks back where she was standing but found herself being drawn back towards Celestia.

"Sunset?" Celestia said as she walks forward to her.

" Try walking away," Sunset said.

"Ok," Celestia said but like Sunset found herself unable to walk much further then Sunset could.

"We can't separate from each other," Sunset said.

"Watch plenty sitcom shows and this is a classic take on the old stuck together plot. But don't worry the spell will fade away in a couple of weeks," Discord said as he puff away.

"I don't know what's worse. Stuck together or that he's using a tried old plot," Sunset said. (3)

!

In Poland -

Lightning Hussar eyes are glued to her tv as she watched the latest update in the magical unicorn turn human. A strange being appeared at her school and created more magic users and there are some guys who now have magic as well. She's been keeping herself in the loop in what's happening in the states. She found an element shard that embedded itself in her ring. She transforms into an armored knight with two wing banners on her back, like she stepped out of the ancient past of Poland as that's what her armor is based on.

She did research on her element and learn she has the element of generosity. She wields a lance in her magical girl form and controls lightning. She has been training herself in learning to control her new found powers. She knows she is powerful but watching the YouTube videos posted online of what happen in the school when Discord showed up. Made her rethink her self training as it was pointed out how dangerous it is for magic user to use magic without knowing how to control their magic. She has trouble controlling her powers time to time and caused damage to her surroundings.

"But the big question is how the world do i get enough money to fly to America," Lightning ask out loud.

!

In Japan -

Wind Leaf had pack her belongings and lock the door of her small apartment that she once shared with her parents. She is of the Ainu people who were already living in Japan before the people who descendants call themselves Japanese. She's been living by herself ever since her parents died and she had to work after school to get by. She used her smartphone bringing up the map that would get her to the American embassy. She would go there and ask to be allow to get a green card. So that she'll be able to learn how to control her powers.

She found that her necklace has a shard of the element of kindness within it. In her magical girl form she wore the dress of an Ainu shaman robes like something out of an old painting or a museum display. The robe she wore is attached to a metal breast plate that has a pair of large metal wings and she also wore a helmet of a horse design. Like what she seen Sunset wore but without the unicorn horn. She carries a large bow that created light arrows when she draws it. She hid her magic not wanting others to know about it. Not that it wasn't hard.

The people of her town pretend that she doesn't even exist. And when her parents died in that car accident the local government made her go through loops just to keep her home and her parents life insurances. It came from the fact her father is a untouchable simply because a member of his family long ago didn't had a good job. Which for the traditional values that her town values made her untouchable as well. She tried to be kind but nothing for the people of her town would ever be enough. So having watched the news of what's happening in America, decided it time for a change.

She wave to the birds she fed and took care of and with their help awaken her magic. She walk over to waiting cab that would take her away from her old life and begin with a new one. She didn't look back as she sat down and the cab drove off. She learn she has the power of healing as she healed her bird friends. She would had used her power to help the people of her town but that kind of kindness was for those who deserve it which none of the people had ever showed her in return. And that her healing took much from her. She hopes that Sunset Shimmer will be able to show her how to use her power to help people who show her kindness in return.

!

Author's Notes -

1 - Discord is how he was before he was reformed by Fluttershy. But since he enjoys videogames and tv shows that the humans make. He has decided to just sit back and enjoy it and mess around with it instead of the real world.

2 - The wings of the magical girls are metal as they don't have pony forms in this fic.

3 - I know it's a tried old plot but that's the best idea I had to get them to spend time with each other.

!


	10. Chapter 10

!

Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

Celestia unpacked her things in the room she and Sunset be sharing. While the other new magic users are still living at their homes, she couldn't go back to the a house she shares with her sister Luna. She's struck with Sunset for the next couple of weeks thanks to a magic spell. And just about everything has been tried to separate them. Even putting them in two different cars and tried driving away. All that cause was engine damage as even with the pedal to the metal the cars couldn't move them apart. The limit that they can be apart from each other is three feet. So she and Sunset will be living together till the spell wears out, in one of the house built on the base.

The plan the army brass came up with is for Sunset to train both Celestia, Luna, and Spitfire first. Then the three adults be able to help Sunset train the others. The now magical items that the now magical students process after finding out which item it was that had the element shard in it. Was taken by the army for safe keeping, and Sunset placed a magical spell over the vault it's kept in that would sound an alarm throughout the base.

"Sunset now that we're together we should make the best of things," Celestia said as she undresses to put on her night clothes. Which is just a shirt and shorts over her underwear.

"Best of things?" Sunset ask as she also puts on her night clothes. Which mirrors what Celestia is wearing.

"I know you been avoiding me because of what my counterpart didn't do," Celestia said.

"Just drop it," Sunset said.

"Sunset, I'm not your Celestia," said woman said.

"I know that... but... just looking at you," Sunset said as she face away from Celestia.

"She hurt you badly by neglecting you," Celestia said having seen it happen to more children then she cared to admit.

"She made so many promises to me. Only to break them when, I was no longer useful to her," Sunset said.

Celestia simply embrace her in a warm hug.

"LET GO!" Sunset shouted as she breaks out of the hug and tried to get away by was stop in her track after she reach the 3 foot limit.

"Sunset you can't just keep running away. You need to talk about your past," Celestia said as she sat down on the bed both of them will be sharing together. "We're struck together. So there is no running away from this."

"Fine," Sunset said as she sat down on the bed.

"Just let it out," Celestia said.

"No matter what, I did was never enough for her. All, I ever wanted from her was to be her daughter. She cared for me and did everything that a mother would do, but she didn't see me as her daughter. And now, I learn that she just replaced me with someone who unlike me would just blindly follow her without thinking," Sunset said as she began crying.

"Let it out," Celestia said as she rubs her back.

"She just wanted a puppet who would do as she wanted. And with a family of her own she wouldn't become attach to her like, I did. She only saw me as a tool and nothing more," Sunset said holding herself as she began crying.

Celestia pulled her into her arms as held her. She knows that it be a long time before Sunset be able to deal with what happen to her. And she would be waiting for her, no matter how long it takes. (1)

!

Author's Notes -

1 - Emotional scars are never a quick fix.

!


	11. Chapter 11

!

Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

Spitfire stood in front of the panel of army brass as she gave them her report. It's been busy for the last couple of days for everyone. All the new magic users that have their powers awaken have been accounted for and the magic items that game them power have been taken from them so what happen on the west coast didn't happen again. The only ones with their magic items are the adults who gain magic, besides herself and the sisters, there is also Cheerilee and Zecora.

They have been learning to control their new found magic which like Sunset they can use without transforming just much more limited in what they can do. They can do basic magic as in lifting things up but that's pretty much it for now. They have been learning to control their new magic with Sunset teaching them.

The 3 sirens they have been detain and question. They learn those 3 were planning on gaining enough magic to return to their own world and return to the sea. They also been effected by the magic wave that Discord caused allowing them to transform into mermaid like form just without fish tails. They took the ofter to teach magic users in exchange for overlooking all of their past crimes in using their magic to control people.

"According to Sunset we're still a long way to go before we're at student level for young unicorns. The more we use them and in our magic forms we will be use to our new magic powers. From what we discovered each of us have gain a different power as Discord said we would. And we discovered that our magic form come in 4 different types base on the different types of ponies. There are seaponies but are from a different branch of the pony family tree. I myself have the power of Impact, which allows me to slam into objects and not be harm by creating an aura of energy around me. The magic gun, I gain with my magic form seem to have unlimited ammo but needs to recharge after firing 30 rounds. The gun also recharges itself if, I only fire a few rounds off and let go of the trigger. As a pegasus type, I have some control over the weather by moving the clouds around and able to walk on them. Outside of my magic form my use of magic is limited but it seems my speed and agility have increase. Sunset thinks it's because of our new magic forms giving us secondary powers to withstand our new powers even in our normal forms," Spitfire said to the brass. (1)

"What of the other magic types?" one brass ask.

"Both Cheerilee and Zecora are Earth Pony type. Having greater strength and endurance both in normal and magic forms. Cheerilee has the power is subspace pockets, which comes in the form of a shoulder bag that acts as a bottomless bag that she can put anything in and take out. Which also can't be destroyed and with all of those items she has in it she can use it as a wrecking ball, which she is completely unaffected by its weight. Zecora power is chemical reaction, she can create and decreate chemicals using her surroundings. The item she has is a bag that acts like Cheerilee's bag but only can contain her chemicals which are contained in test tubes and beakers. Which the chemicals that she creates end up contain in, and end up in her bag."

"For Celestia and her sister Luna both of them are Alicorns types like Sunset. Sunset already showed herself to be stronger and faster then she was before the Changelings first came to our world, from the school PE records. Both sisters showed to be able to use magic stronger in their normal forms as well as being stronger and faster. Sunset said that the Alicorns have all the strengths of all 3 types of ponies. They're just as fast in the air as Sunset is and are stronger then she is both in body and magic, but she is more skilled in using her magic then they are. It seems that their more mature bodies allow them to use magic that Sunset's younger body can't withstand. Celestia has the power of light while Luna has the power of darkness which they channel through their maces. Both of their powers are equal in strength to each other and can do most of the thigns the other is able to do. Both of them can create thing using their powers like a Green Lanturn."

"What of Discord?" one of the brass ask.

"Discord has been spotted on many games and tv shows but seems to be keeping to himself. Sunset said not to try to fight him, he can't be beaten unless all the Elements are whole and used on him. He can do anything and he's more powerful then anything else on this world. As long as he's kept entertained with games and tv shows he shouldn't bother us," Sunset said.

"Is there a way for him to be convince to help us?" one brass ask.

Discord appeared in a puff of smoke next to Spitfire.

"Nope, I already did enough for you people. So, I'm just going to sit back and enjoy the show with you and the Changelings fighting each other," Discord said as he puff away again.

"There's your answer," Spitfire said having gotten use to it as Discord has pop his head out of the screen when people are watching him.

"Does he do that all the time?" one brass ask.

"He does. He just pops out of screen when people watch him like something out of a cartoon. There's no stopping him so we just have to get use to it. The good thing is that he's more interested in watching and playing games then messing around in the real world," Spitfire said.

"What danger does he pose if he does?" one brass ask.

"We'll be lucky if the only thing he does is make our world like something out of Wonderland or Candyland," Spitfire said. "We just have to just keep giving him entertainment in games and shows to keep him from doing that."

"And what of the children who also gain magic?" one brass ask.

"All of them magic items that have shards in them have been taken from them. My daughter and the others will learn how to control their new powers when me and the other adults training are done. It will allow us to train them quicker. But they shouldn't be used as soldiers. They're young and untrained, what Sunset has told us the portals connecting worlds can be closed down by a massive release of magic. So a magic attack would be able to seal off any portal. In case of an attack, all the arm forces need to do is to escort a magic user keeping them safe till they're close enough to seal off a portal," Spitfire said.

"And Discord has said that the Changelings are trying to open a new portal," a brass said.

"Of course, I did. That's the reason why, I gave you so many magic users. at once. And, I like all the drama that is happening because of it," Discord said reappearing before disappearing.

"He's just going to keep on doing that isn't he?" one brass ask.

"Yup," Spitfire sighed.

"What of the other magic users and in other countries?" another brass ask.

"We're still searching for any new magic users. We did get two new magic users one from Poland and the other from Japan, both coming here to learn how to use their magic. Lightning Hussar from Poland is a pegasus like me, her power is lightning. Wind Leaf from Japan also a pegasus, her power is healing magic which Sunset has said is a very rare talent as no one can just use healing magic, not even the princess. But it does drain her using it more then using other spells, which Sunset said is the reason why the unicorns who can cast healing spells only use it when it's truly needed." (2)

"Also to note is the new magic pumps that have been popping up as a new source of energy, have strengthen the magic fields in their surroundings and some shards have been awaken because of it. So far there are three young kids who have awaken their shards. Mona Parker, Lily Duncan, and Charley Bones. Parker is a pesgasus but with bat wings, which Sunset said that the bat ponies are a subrace of pesgasus that live like bats. Her power is that of shadows. Bones is an earth pony and power is to electricity his entire body which he channels into a gun that fires electric bolts. Duncan is also an earth pony with the power to make herself into a giant. All there are being sent here to learn how to control their magic."

"From the reports from other countries these are the only ones that are confirm so far. In Ireland it was discovered that 3 young girls have shard that have transformed them into seaponies. The only ones we found so far. Rikki Chadwick, Emma Gilbert, and Cleo Sertori. All three have water base powers. Chadwick can generate boiling water, Gilbert can has freezing water, and Sertori can control water."

"In Russia is a young soldier cadet by the name of Fading Light with the power to speed up kinetic energy or microwaving objects. So far the Russia government has been keeping her hidden away. Australia has twin sisters, Terra and Shade Mess. Both earth ponies, Terra can control earth while Shade can control color. Both showed interest of coming over to learn. Near Alaska a young girl name Magnet Rose a unicorn, power is magnetism manipulation. We're still talking about her in coming over here. Israeli has a Sonic Gust an earth pony who has the power of sound. Israeli are tight lip in what their plans are for her. Finally in South America there is footage that has appeared of a young woman dress as an ancient jaguar warrior who appears to be an earth pony with the power to control gravity attacking and killing drug lords and their networks. Whole strongholds have been found of the buildings and people all compress into a ball around the size of a tennis ball. Recon forces have been sent in the jungles to find her."

"What is your thoughts in how to handle magic users being one yourself?" one brass ask.

"What we need to do is to teach them how to use their powers before they harm their surroundings. And show that we're giving them a safe place to learn and control their powers. The last thing we need is for us to start treating them like the mutants in the Marvel comics. That will not end well for anyone," Spitfire said.

"We won't make those mistakes," a brass said.

"I hope that we won't," Spitfire said.

!

Author's Notes -

1 - The magic users come in 4 different types.

Earth Pony who are stronger and have high endurance.

Pegasus who have greater speed and agility.

Unicorn who have greater magic

Alicorns who have all the strengths of all three.

Seaponies who can survive underwater.

In their normal forms the magic users have some of their abilities carried over. But only in their magic forms are they at their full strength.

2 - Thinking about it no unicorn not even the princesses have been shown using their magic to heal ponies.

!


	12. Chapter 12

!

Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

Wind Leaf enter Canterlot high which is much different from the school she went to in Japan. She has watched the American shows set in high school but she was told that what she watch isn't what it is in reality. After she was taken to America she sign papers making her part of the newly formed magic unit of the army. She would learn how to use her magic and be able to help others. And if she wants to be able to apply for a green card and live here. She noticed that there seems to be many guards around the school. Which are there to protect the new magic users and kept people from coming onto the school grounds. All the magic items that the magic users need to transform, are being held in the army base for safety.

"Hi you must be Leaf Wind," Twilight greeted her as she pointed a machine of some kind at her.

"Yes, I am," she answers.

"I'm Twilight Sparkles and I'm here to show you around the school," Twilight said as she puts the machine away.

"Thanks," Leaf Wind said offering her hand.

"You're our second magical student from another country," Twilight said as she shakes her hand.

"Who's the first?" Leaf Wind ask.

"Lightning Hussar from Poland. She has the power of lightning and you have already met both Sunset and Celestia right?" Twilight ask.

"Yes, I have," Wind Leaf said remembering them and how they never separated from each other at any point. "Are they always together?"

"Oh that. They're under a spell that basically hand chaffed them together. So they're struck together till the spell wears off on its own," Twilight answers.

"Are you a magical girl too?" Wind Leaf ask.

"No, I'm not," Twilight said sadly. She wants to understand magic but with Sunset being stuck with Celestia and needing to train the new magic users for the upcoming invasion.

"What was that you were pointing me with?" Wind Leaf ask.

"I'm trying to make a magic detector and been testing out on the magic users here. It will help locating any new magic users," Twilight said.

"Didn't Discord awaken many magic users in the school?" Leaf Wind ask.

"There's only 34 magic users right now who are students here, not counting the transfers or the teachers. Come follow me, everyone is in the gym for all the magic users," Twilight said as she leads her to the gym where a meeting was taking place.

Leaf Wind look around as she walk down the hallways, seeing an American highschool for the first time that wasn't on the tv. Twilight is pointing out all the different classrooms as they walk down the halls. From what she knows unlike back in Japan, the students are the ones who go to different classrooms not the teachers. Also that unlike back in Japan the teachers can send you to detention for misbehaving. (1)

Entering the gym Leaf Wind saw some students standing or sitting around waiting for the meeting to start. Twilight began telling her of all the students names and powers as she'll be working and learning with them. She already knows the powers of Twilights 5 friends as Discord said them tv.

Maud Pie has the power to transform herself into any kind of stone. She's an earth pony who's weapon is a pair of gauntlets.

Limestone Pie has the power to transform herself into sand. She's a earth pony who has a is a mace and shield.

Marble Pie has the power to transform herself into clay. An Earth pony and her weapon is a ball and chain.

Snips has a pair of oversize scissors that allows him to cut just about anything. He's a unicorn.

Snails can fire beams of energy that cause anything to slow down. He's a unicorn and his weapon is a crossbow.

Diamond Tiara has the power over wind which she uses as a breath attack. Her weapon is a spinning shield and sword. She's a unicorn.

Silver Spoon power is gas which allows her to produce any kind of gas she wants. Her weapon is a backpack gas sprayer. She's a unicorn.

Trixie can create explosions from fireworks to bigger one. And has a rocket launcher as a weapon. She's a unicorn.

Lavender Lace is able to create illusions. Her weapon is a grenade launcher. She's an earth pony.

Fuchsia Blush who is a shapeshifter. She has a shoulderbag that is full of bombs. She's a pesgasus.

Photo Finish can hit anything once she spots it. The energy beams she fires from her camera, turn corners to hit its target. She's an earth pony.

Pixel Pizzaz can reflect just about anything. Her weapon is an umberla. She's a pesgasus.

Violet Blurr can create portals to anyplace she has been to before. Her weapon is a double-barrel shotgun. She's an earth pony.

Maxine Caulfield has the power of time. Her weapon is her staff. She's a unicorn.

Chloe Price power is ramming in the form of her truck. Her truck once in motion can't be stop and can ram through anything in its path. She's an earth pony.

Fido power is wrecking that allows him to break objects with his hammer. And a Earth pony.

Rover has a drill that allows him to open holes to any part of the world. An Earth pony.

Spot power is holes which that the form of portable holes. His weapon is a shovel. An earth pony.

Little Strongheart is able to create earthquakes. Her weapon is an axe. An earth pony.

Derpy has the power of bubbles. Her weapon is a giant bubble wand. She's a pesgasus.

Bulk Biceps can increase his body mass and density by absorbing energy. His weapon is a claymore. He's a pesgasus.

Flash Sentry is can create orbs that act as defense towers. That fire beams of energy at any target he sets it to fire at. His weapon is a handgun. He's a pesgasus.

Vinyl Scratch is able to control sound waves to mircowaves, which she amps up by using the speakers on her gauntlets. She is also powers up any kind of wave. She's a unicorn.

Octavia Melody can create strings of pure sound that allows her to cut just about anything. Her weapon is a spear. She's an earth pony.

Lyra Heartstrings can make copies of herself. Her weapon is a submachine gun. She's a unicorn.

Bon Bon can turn herself invisible and make anything she's wants invisible too. Her weapon is a rifle. She's an earth pony.

Apple Bloom is able to create a force field bubble around her. Her weapon is a baseball bat. She's an earth pony.

Sweetie Bell can make herself into slime. Her weapon is a Holu hoop. She's a unicorn.

Scootaloo is able to shrink herself and other objects. Her weapon is a Sling Shot. She's a pesgasus.

Lightning Hussar who is a pesgasus was sitting with Derpy who she made friends with.

"Hey Twilight!" Pinkie shouted from the breachers waving her to come over to where she's sitting with the others.

"Come with me and, I can interdouce you to them," Twilight said. "You can start making some new friends here."

"Okay," Wind Leaf said as she didn't had friends before thanks to what the people from where she came from thought of her in their eyes tainted blood.

"You're the Japanese magical girl," Applejack said giving out her hand.

"Yes, I am," Wind Leaf siad giving a hand shake.

"What's your magical form like and powers?" Pinkie ask.

"I dress as a preistess and have the power of healing," Wind Leaf said not use having someone as forward as Pinkie.

"Lucky you," Rarity said not likeing the fact her magical form is that of a miner with a pick-axe.

"Cool you're the white mage of the group," Rainbow Dash said.

"That must be nice to be able to heal people," Fluttershy said.

"I only used it on my bird friends," Wind Leaf said.

"Oh you like animals too!" Fluttershy said.

"I didn't had any friends back where, I came from," Wind Leaf said.

"Don't worry you'll make friends here starting with us," Applejack said.

"By the way. How big are we in Japan?" Rainbow Dash ask as ever since she, her sister and mother became magical. They been getting the same kind of attention as Sunset did.

"I don't really know, I guess big. Why you ask?" Wind Leaf ask as there have been some mangas and a new anime with ponies in it.

"There have been some offers made to us," Rarity said with a huff.

"Anime and manga companies wanting to produce animes base on us," Fluttershy said.

"Which would have us in short skirts that shows off our underwear and having large breasts," Applejack said seeing why Sunset hates those anime and manga magical girls.

"But that doesn't stop people from making doujinshi about us," Pinkie said.

"Without our consent. Luckly the army is keeping the big companies in line," Rarity said.

"Anime is ok. But the fan service is just too much," Twilight said as some of the women in those animes should be suffering from back and shoulder pains.

"You're right about that. But in Japan boob jokes aren't seen as a big thing as it is here," Wind Leaf pointed out. (2)

"Maybe but many of those girls are under age like us," Fluttershy said.

"And those short skirts outfits don't really give them any real protection. Our outfits at least have some armor on them for protection. As unlike some female comic heroes who can litterey be naked and have tank shells fired at them, those anime magical girls aren't that tough," Applejack said.

"Rarity for example dimaond armor would be more then enough to protect her," Pinkie said.

"I wish it was so... tacky. I'm dress as a miner," Rarity said.

"No you're not," Applejack said.

"Close enough," Rarity said.

"Boys, girls I need to your attention!" Celestia said as she, Sunset and Luna took the stage.

"I'm finish training the teachers in the basic use of magic and they have learn how to use their new powers," Sunset said. She's been training the adult magic users with the help of the 3 sirens everyday after school in how to control their new powers and their abilties. "You all be split in 8 groups with my group being the biggest seeing how me and Celestia are still struck with each other."

"Great!" Rainbow Dash shouted out.

"Dash you'll be with the others who are pesgasus will be given your magic items so you all can transform. All of you will be taking flying lessons with your mom.," Luna said.

"What about the rest of us?" Applejack ask.

"Me, Sunset and Luna be handling the unicorns in dealing with their greater magic. Cheerilee and Zecora will be handling the earth ponies in controling their strength. But only after you all learn some basic control over your powers before you be able to transform," Celestia explains.

"So we'll get to fight against the changlings?" Pinkie ask.

"That's my job," Sunset said. "I'm training all of you incase it gets to the point where the rest of you need to seal off a portal. Your parents don't want you to fight and all of you are underage to fight. It's better to have you all train then having me unable to close off a portal. Even then you'll be escorted to the portal by soldiers who be keeping the changlings from stopping you."

"Why not? We're magical now so we can beat the changlings," Applebloom ask.

"Because unlike in anime and other works of fictions the changlings are not going to be beaten by magic users who only had less then a year to learn how to use their magic. If you think that you'll be able to take down changlings like I did, then you're sadly mistaken. The only reason I stood a chance was that I was already train in using my magic to begin with. Unlike in those magical animes the changlings aren't going to be playing around and will either capture you or just kill you. They're battle harden and know how to deal with magic users. So stop any idea that it be anything like that. Adults aren't unless, the army and police will show up and their weapons can deal with the changlings. I'm just training you so you be able to defend yourselves and be able to safely use your new magic," Sunset said giving the students something to think about. (3)

"Training will start after school and a bus will take all of you to the army base where we'll be training you," Luna said.

!

In Equestria -

Chrysalis stood on a platform overlooking her army of changlings. After months of force labor the unicorns finally created another portal to that other world. One without any magic and a prefect source of new food for her ever growing hive. She has researched on the old tales and she believes that world is the one that Megan Williams came from. And where the Rainbow of Light would be found. She turns to the 3 alicorns who are hook up to the portal and powering it. The former sun, moon and love princesses who can now only watch as their powers are used to conquer another world.

"Celestia your former student may have delayed me. But now my hive will invade and make that world like what we have made your little country into," Chrysalis said as she smiled at the helpless former ruler.

"Don't hurt her," Celestia said as she's been trap for months in a dream where Sunset was a daughter. Both Luna and Cadance are still sealed in their pods, Celestia was only awake to be allow to watch what's happening. Chrysalis wants her to watch everything that's going to happen.

"Don't worry about her. She'll be right next to you once it's all over with," Chrysalis said as the portal open above a city.

The Changlings began pouring into the portal like a river into the new world to conquer.

"Now watch as this world falls," Chrysalis said.

"Sunset!" Celestia cried out as what chance does she has against the changlings. She would watch as Sunset fight and falls to the changlings as so many of her little ponies have already done so.

!

Author's Notes -

1 - Interesting fact is that in Japan there is no detention for students there. Read it on a blog of a American teacher who is teaching there.

2 - In Japan there are gag boobs you can buy as a joke gift.

3 - Many magical girl plots need you to believe that in that world, all adults are completey useless and the arm forces of Japan are just as useless. And that the monsters attacking would never gain attention to the rest of the world and wouldn't send aide to help fight the monster of the week or thr forces trying to take over the world.

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	13. Chapter 13

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Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

Canterlot City that connected to Ponyvile by urban growth, is the business center of the area. It also connected to Ponyvile by a lay line of magic that a magic pump was built on on drawing magic. The new source of energy is now helping to power the both the city and ponyvile. Sunset has been helping in the research going on with the magic pumps and how magic works. She has also told them that now that the lay lines are now have magic flowing through them again that magical gemstones which are build up of magic in the ground would be growing around them. Which are like normal gemstones but are used both as food for dragons and for magical items. (1) And with the magic pumps working a train magic user can make any soil fertile. Sunset had already displayed this by making a farm field close to a working magic pump very fertile and the crops to mature fast.

Which she said is the reason why Equestria exports food in exchange for imports with other countries. Equestria is more pristine and beautiful then other countries, mainly because of that fact. They didn't extract anything from the ground except for basic foodstuffs, some wood and the gems that the magic in the ground made grow. There are few factories in Equestria and they were small discrete things that made finished products. The only big factory she knows of is the weather and rainbow factory in Cloudsdale.

"Equestria's main source of income is food?" Twilight ask who is still asking questions about life in the other world whenever she has a chance to talk with Sunset.

Both of them are in one of the school buses with the other magic students heading for the magic base. Sunset is sitting with Twilight while talking with Lightning Hussar and Wind Leaf who are sitting across her. They were talking about her world when Sunset let out the main source of income of her country.

"Rock's grow out of the ground because of magic?" Maud ask as her family owns a rock quarry and operates it.

"And it's going to happen here too?" Limestone ask. Her shy and soft spoken sister Marble sat next to her.

"Yes with the magic pumps working," Sunset said.

"Gemstones!" Rarity ask with sparkles in her eyes. While she doesn't like her awful mining magical outfit, she does still like using gems in her designs, well fake ones anyways.

"Why are you so excited?

"Yes but magical ones not the normal ones. Once you all learn how to use magic you'll be able to sense if its magical or not," Sunset said.

"So all ponies can sense magic?" Twilight ask.

"Yes but only unicorns who been train like me also since magic is everywhere in my world, you have to focus yourself to sense it. But here where there's so little magic around, I can sense big spikes in magic," Sunset said.

"Wait is that how you found me?" Maxine ask.

"With you playing around with time magic how could I not. That storm rip a hole in time and space releasing a massive surge of magic. You're lucky I managed to stop it," Sunset said.

"Wait wouldn't messing around with time cause damage to the time and space stuff?" Derpy ask.

"Where you think the storm came from," Sunset said. "Sam you seen what your power does so you can only ever use it as a last resort."

"Or to stop someone from dying," Chloe said as Maxine has done that in the past to save her.

"Yes but...," Sunset began saying before she could continue her eyes snap wide open as she sense a massive wave of magical energy and it's coming from... all around her.

"Sunset what's the matter?" Twilight ask seeing the look on her face.

"WE NEED TO GET TO THE ARMY BASE NOW!" Sunset shouted out.

"Sunset?" Celestia ask confuse of her outburst.

"I felt a get spike in magic coming all around me. It's either many magic users awakening at once or... the Changelings finally created a portal machine," Sunset said.

"I'll call mom!" Rainbow said as she reach for her cellphone it it started ringing and she answered it seeing it's her mom. "Mom? Portals all over? We're heading to the base right now."

"What do we do?" Twilight ask scared.

"Survive," Sunset said.

!

Russia -

Changelings came pouring out of the portal that appeared in the tunnels of the metro and flew down the tracks to the station with people waiting there. The Changelings spotting the humans quickly attack with many different abilities that their new forms gave them. The Changelings have change their bodies thanks to all the energy they been getting from the ponies and the new form they have gotten from the world they're invading now, has given them an upgrade. They gain abilities from other insects and bugs and new classes for the hive. (1)

People ran up to the street level of the city with the Changelings following closely behind them. The Changelings grab the fleeing humans and carried them back to the portal where they would join the ponies as food. The police around the area tried to fight back but found their bullets mostly useless as the exoskeletons of the Changelings prevented most of the bullets from really hurting them, with only some lucky and well place shots hitting the less protected parts. But those loses didn't mean much as the Changelings quickly zerg rush the police with their sheer weight of numbers.

In the Army Base that is doing research on magic, General Ironwing was alerted to the attack. He ordered all soldiers around the area to converge to the city under attack. He walk into the research center where Jammer Head and the other researchers are doing tests on Fading Light who is in her magical form inside a test chamber.

"Jammer Head get Fading Light out of the testing chamber. The Changelings have invaded," General Ironwing ordered.

"They're here?" Fading Light ask through the speaker.

"Yes. The plan is that the regular army will push back the Changelings and locate the portal where they're coming form. Then you'll be transported as close to the portal and then seal it off by using your magic on it. According to Sunset that's how to seal them off. Time to test it out," Irongwing said.

"Yes sir," Fading Light said.

"And try to capture some live Changelings," Jammer Head adds.

"Have they appeared elsewhere?" Fading Light ask.

"The reports says only in one place in our country right now. We need to think of ourselves before we do anything," Ironwing said as a soldier ran inside the room.

"Sir the portal just closed but the Changelings that came out are still here. And we got a report that the portal just open in England," the soldier reported.

"The portal the Changelings have must only be able to open one portal at a time then. There be new magical girls appearing in the places the portals open at. They won't just stay hidden with all of this happening," Jammer Head said.

"They're not going to last long if they try alone," Fading Light said.

!

England -

A young woman dress as a royal palace guard and armed with a musket with a bayonet, stood in front of the palace as the Changeling invaders swarm towards it. She is Redheart who discovered she gain magical power of fire. She hid her powers and train herself for the Changelings. And now the Changelings have come and it's up to her to stop them. She gather as much information about the Changelings and about magic. The students from the school that Sunset Shimmer goes to posted what they heard and she read through them to learn as well as what else she could learn from the net and the news. What she understands is that the portal they're coming from would be closed off with a big burst of magic namely her using a magic attack on it. Now she's staring at the on coming swarm of Changelings, the Royal guards have already gathered behind any cover they could setup or could find and are firing their weapons at the horde. It's time for her to show the world what she's made out of.

She raised her musket and fired a massive fireball at the swarm that incinerated all the Changelings and the ones close to the massive fireball. She smiled seeing what she has done. This is it her time to shine, she'll would lead the charge to push back the Changelings and save England.

The Changelings that remained fired downwards upon the young woman who's standing out in the open with nothing for her to hide behind.

!

India -

A young woman floated above the crowd pushing and shoving their way in a blind panic, many trampling those who fallen to death. Changelings had appeared coming out of one of the temples and are slaughtering and capturing as many people as they could. The young woman is Ivory Twist a magical girl with the power of wind. She is dress in robes of an ancient priestess with metal wings attached to the breastplate she's wearing. She had hidden herself after learning she had magic as she didn't want any attention, never using it and never learning to control her powers. But with the invasion and the deaths of her family when an energy beam destroyed their small apartment she didn't had anything to lose.

She burst out of the ruins of the building that was my once her home and began unleashing her wind all around her. Which caught many people who are trying to run away in its wake. They were pick up by the powerful winds and toss into the air or were struck by one of the many flying objects that were also were pick up by the wind. At the center of the twisting winds the magical girl of India made her rage felt.

!

China -

Fighting in the city was chaotic as the city was covered in smog which the defending humans found it hard to find the Changelings in as well as breathing. While the Changelings found the smog to be nothing more then fog for them being immune to the harmful effects of the smog. Many times the defending soldiers found themselves killing their civilians or each other and then attack by the Changelings who darted in and out of their view, using the smog to play cat and mouse.

A young woman dress in the ancient armor of a Three Kingdom era soldier with a unicorn style helmet, step out of the military transport. She is Fan Frost a magical girl with the power of Ice and is armed with a sword. After she first displayed her powers she was quickly taken from her family and place into a army base. Where she was taught and train to use her powers to fight for her country. The government quickly took care of anyone who saw her transform into a magical girl and covered it up. For a year she's been subjected to training from hell and commands drilled into her head. She is now a soldier who would follow any order. She was ordered to attack the Changelings and she did so. Displaying brutal force and cold blooded combat, not caring about anything but the orders she was given. The security forces with her followed her as she cut deeply into the ranks of the Changelings not caring about anything but the mission. Even as the soldiers with her were killed off and she was cut off from support and the Changelings surrounded her cutting off any kind of escape she continue to follow the orders she was given. (2)

!

Mexico -

The Changelings flew through the portal and into the streets of Mexico City attacking anyone they see. The police thanks to fighting the drug rings quickly responded with heavy firepower, halting the horde from Zerg rushing everything in their path. A young woman enter the fray as she slam head first into the mass of Changelings. She is dress in a white and pick luchador outfit with a white mask that cover everything but her eyes and lower face. She is very large in her magical form standing over 10 feet and is flesh been turn into metal. Her name is Erma Metal and she is also armed with large cannon in the style of the black powder days. Which is large and heavy enough that when she isn't using the heavy firepower of her magical cannon she is using it as a club.

!

Taiwan -

The defense force of Taiwan open fired on the Changelings coming from a portal that open in the sky. With them on the defense against mainland China they have always been prepared to fight off invaders. While that was happening their truck card was put into play to seal off the portal. After the world learn that magic is real and that the magic shards was spread out around the world, many countries began searching for them. The shards were drawn to areas with a strong magical source, and while America got the lion share of the shards because it was in the center of the blast, other countries did gain some shards. The governments began programs to find anyone who gain magic or using the shards they did found, find the ones who can use them.

Taiwan did that and using the sole shard they found they search for anyone who could use it and they did. Riding on top of a cloud dress in gold plate armor that covered every inch of her body with a unicorn helmet and wielded a spear with a metal orb where the spearhead poke out of. She is Ion Storm with the power of clouds which allowed her to create any type of cloud she wants and control what those types of clouds can do. Which she does as she unleashes lightning from the storm clouds she created filling the sky with lightning that blasted hundreds of Changelings out of the sky. With the sky free of Changelings she channel magical lightning with her spear and fired a massive bolt at the open portal, but it close before the bolt hit. Leaving her to fight the Changelings that are attacking the island country.

!

Equestria -

Queen Chrysalis watch as another horde of Changelings each lead by a Breeder to start a new hive on the other world. The portal didn't open to the right place on the other world but it is the right one. She's been sending a horde of a 1000 Changelings with a Breeder to spread out her forces then close the portal and then open it again to a different place of the other world. But she also learned from the Changelings that came back with the beings of the other world from the old books she read are called humans, that they're much more trouble then the ponies. She sent groups of Changelings to go with the horde to grab humans and fly back here with them. While not as strong as her Changelings, they make it up with the weapons they have created. One of the Changelings gave her the small weapon a human wearing some kind of uniform, which she guess is a guard used on him. The projectiles that the weapon fire, didn't get through the Changeling's exoskeleton, but others weren't that lucky. The weapon didn't use any magic but smelling it, reminded her of a firecracker.

"Continue to gather humans and bring them back here and be on the look out for anymore of these weapons," Chrysalis said turning to the humans being lead away by the Changelings who caught them.

"My Queen is this wise? Sending a horde through the portal with these humans being able to fight us like this?" one Breeder ask.

"Yet us see how they're doing," Chrysalis said as she made the portal open a viewing widow to the places that portal already open at. Something she made sure the unicorns mages understood that she wanted to be able to use it like a window that's only one way, or their families would be killed in front of them. She look through it to see how things are going for the invasion force.

!

Russia -

Fading Light lead the final push that broke the Changelings making them flee for their lives. She was drop by copter to the area under attack and with the army supporting her, broke the Changeling horde. The Changeling's attacks couldn't harm her or even push her back, while her power could harm them. She became a damage sponge, taking hits and getting all the Changeling's to pay attention to her while the army attack them from all sides without having to worry about harming her. The Changelings broke once the Breeder was killed leaving them leaderless and what remain fled for their lives. Fading Light smiled inside her armor suit as she shows the world what a well train soldier turn magical girl can do, as people are taking pictures and filming everything.

!

England -

"Well that cunt ask for it. Isn't that right Frankie Rag?" a young woman dress as punk rocker with purple and pink hair ask to her companion. She's carrying her guitar with the edges being shaped like an axe. Her power is shockwaves which anytime she impacts anything she can created a shockwave which she can focus into a wide or narrow point.

"She did try, Pink Punk," a shorter glasses wearing girl said. She is dress in a patch together overcoat that hides all but her head from view as it reaches down to her feet, even the sleeves are so long that they hide her hands. She is at the same eye level as her much taller friend thanks to the fact of her two long rainbow colored scarves she's wearing around her neck. Her power is control over cloths, which she can control them anyway she wants. Which she is using her two scarf ends as tentacles, as she and her friend hide in an alleyway and saw how that other magical girl tried to rally the palace guards but was cut down by the Changelings.

"Well we can't let her death go to waste then," Pink Punk said to her friend.

"Lets," Frankie Rag said as she opens her coat as she made it enlarge to 3 times it's size and her friend hops inside. She them pops her head into her now bigger coat like a turtle and the open bottom of her coat closed as will as the top part making it look like a four legging cloth spider thing.

In the spider mode both girls leap onto the roof tops of the city and the top part open wide enough for a shockwave blast to come out of it like a cannon. The shockwave cause many in the effective range of the blast to fall out of the sky. The Changelings open fire on the spider thing which the opening where the blast came from quickly closed, and all the energy blasts from the Changelings struck but did no damage to the spider cloth thing. Inside the coat Frankie could see everything that is happening outside as she use her scarf tentacles for movement and harden her coat as much as she could like a tank. As she did that Pink wait for an opening before shouting for Frankie to open the coat up for her to fire a shockwave.

Seeing this and the fall of one magical girl already the palace guards and the arm forces nearby rallied and push back the Changelings.

!

India -

Ivory Twist continued to channel her rage into the storm she created, making tornadoes appear through her effective range of her power. She didn't care how many people she's killing and how much damage she is doing to her city. All she wanted was for the world to know her rage and lost. That was the last thought in her head as multiple sniper rounds struck her from the police units who had gathered around her and took her out before she destroyed more of the city. The remaining Changelings and their Breeder flew off heading for the jungle to hide and regroup. Leaving a city in ruins behind them, with the arm forces too busy with the wake of the storm one magical girl caused.

!

China -

The Breeder gathered what's left of her hive and flew off but not alone. While they're force to leave all the humans behind, they did have one prize. The magic ice user who froze many of their numbers till they managed to pin her down and injected her with their poison which cause her whole body to become paralyzed. They disappeared inside the smog that covered the city, which the army couldn't see through and wouldn't know the Changelings are gone till it was too late to follow them.

!

Mexico -

Erma Metal lifted the body of the fallen Breeder over her head to the cheers of the arm forces and the people around her. She had cut through the ranks of the Changeling horde to the largest Changeling who she figures to be the leader. She killed the Breeder which caused the Changelings to flee from the battlefield.

!

Taiwan -

Ion Storm stood in front of a cheering crowd with the Breeder the leader of the Changelings at her feet. The Breeder is still alive but unable to move after she was zap by lightning. The Changelings with her tried to protect her and flee with her but were all cut down by the defense force of Taiwan and Ion Storm's lightning storm that zap any flying Changeling. Now the surviving Changelings are now being rounded up and restrain by the humans they thought would be as easy as the ponies.

!

Equestria -

"Yes better make sure there are some isolated areas to make a stronghold for use later," Chrysalis said as she zaps the portal with her magic making it open where there isn't a human city around. The humans are stronger then she thought but she remembers the stories of Megan who came from that world and it made sense why she was able to handle the monsters of the past coming from a world like that. She would make strong holds and have the Breeders start preparing with some special Changeling eggs, to handle the humans. Yes the Changelings are powerful in their new forms but thanks to some magical items and all the food they have now, they can make improvements to the Changeling by making a warrior class.

!

France -

The portal open inside the catacombs lined with human skeletons that lay beneath the city of Paris. The Changelings began exploring the tunnels which even the humans up above have no idea how many and how far they spread out. The Changelings did find some humans in the tunnels and quickly capture them. The Breeder leading them decided to make the tunnels their base and for them to find a way to the surface. (3)

!

Germany -

Another portal open in the dense forest and Changelings came out of it. They would find a safe spot to build their hive and prepare for war with the humans. Their orders were to first make a hive and then take human forms and learn all they can about the humans and how they fight. So the next time they attack they be ready for them.

!

Middle East -

The Changeling horde finding themselves in a desert quickly began digging. They used their magic to dig deep into the earth where they be safe from the heat of the sun and be safe from being detected by the humans. They like the other two hordes would gather information and build up their numbers. Their queen would be opening portals all over this world to setup more hives so if they're found the other hives would finish what they began.

!

America -

Spitfire flying high in the sky saw the portal opening and fired her magic gun at it. She learn from Sunset how to detect magic and how to pinpoint where it is. She had quickly transformed into her magical form and took to the skies along with jets and helicopters ready to bring the fight to the Changelings. She was nearby when she felt the portal opening and quickly inform all the air units in the sky where it is, by the com she's wearing. Her gun can fire magic like a normal gun but she learn it can also charge up a shot to increase it's power, like in the Megaman games. Her charge shot she's been holding since she's been in the air was fired at the portal before any Changelings could get through, and like with the statue portal when Sunset destroyed the other elements was destroyed once her shot hit it.

"This is Spitfire target has been destroyed. I repeat target has been destroyed. No hostiles got through the portal," Spitfire reported to the command center.

"The students made it safely to the base," command center told her.

"Good," Spitfire said worried about her daughters and the other students.

"Be on guard there maybe more then one portal," command center reported back to her.

"Over and out," Spitfire said.

!

Equestria -

Queen Chrysalis growled as the portal machine was damaged from the magical overload from the other side of the portal. But unlike last time the portal machine was only damaged not destroyed like the mirror, she made sure the unicorn made it stronger to prevent it from being completely destroyed. She bark out orders for the unicorns to start repairing the machine, she them turn her attention to Celestia.

"Well princess it looks like those humans are far stronger then your little ponies. But it's no matter, they will fall and your former student will too," Chrysalis said to the former ruler.

"She won't fall to the likes of you," Celestia said.

"She will and you'll watch as, I'll kill her in front of you," Chrysalis said to her and then walk away as her Changelings took her and the other princesses away.

In her mind she's deep in thought as she plans her next step. The humans wouldn't be as easy as the weak ponies who depend on those 6 young ponies to protect them. But of course the humans would be able to strengthen her Changelings. She would learn all she can from the humans and once they fall, the rest of this world will fall too.

She turns to her Changelings with her. "Have the unicorns start building more portal machines. We'll be prepared and ready for those humans next time."

"Yes our queen," the Changelings said as they flew off to give the order. Chrysalis smiled as there wouldn't be just one portal next time but many as many as the unicorns can build before the new Changeling brood of warrior class are ready to fight. (4)

!

Author's Notes -

1 - 1 - Gemstones in Equestria are the build up of magic in the ground and are magical in nature. They're valuable to ponies to use in magic and grounding them up to make things out of it. The dragons are able to eat the gems because they're just crystallized magic that has been build up over time. Gemstones aren't the only form it takes as some rocks are also grown by the magic in the ground. Which explains Pinkie Pie's family rock farm as why else would they farm rocks if they can't be renewed after harvesting. Seeing it's a magical world would it really be surprising that some rocks and gemstones grow thanks to magic?

2 - 3 examples what would happen when reality ensures with magic users. Someone who learn to use their powers and tries to be a hero without thinking of tactics. Then what happens when someone who never learn to use their powers suddenly use them in a crowded city. And what happens when you turn someone into a weapon who can only blindly follow orders.

3 - The Paris catacombs have many parts of it that are either cut off or are just too unsafe for anyone to visit.

4 - The Changeling now come in different classes thanks to all the food they been getting. Almost all of them have the same powers, changing shape, flight, and fighting beams of energy from their horns. The Classes come in the different types of insects and bugs.

Queen - Chrysalis is the current queen and the strongest.

Breeders - The Egg layers of the Hive and command the lower classes when Chrysalis isn't around. They setup smaller hives from the main one. They're the same size as Chrysalis is and are very strong and powerful.

Hornet Class - The most common type and the bulk of the Changeling Hives. Their claws are razor sharp and can inject poison.

Scorpion Class - Wingless but is twice as big as a normal Changeling, has thicker armor and stronger. They can travel underground and their tails stringer can spray out acid that can eat through most things.

Beetle Class - Are large flying tanks. They're slower flyers then other flyers but their heavy armor and strength make up for that.

Bomber Beetles - Like the Beetle Class but their horns with a nozzle like opening. They spray out two different chemical compounds that burst into flames.

Spider Class - Have six arms and have wings. They can fire webs from their arms.

Dragonfly Class - Are like the Hornets but are able to survive both in the air and water. They have extendable jaws that can punch through most things.

Crab Class - Huge and heavily armored are walking tanks with claws that can tear through metal. Like the pistol shrimp can create bubbles with its claws which implode within a millisecond. The bubble heats up the surrounding water to a temperature of nearly 4700 C nearly as hot as the surface of the sun when it collapses, producing a shockwave that can kill small fishes at short range. They can do it on land as well giving them a long range sonic attack.

Sea Scorpion Class - Are the largest Changelings who are the size of a fully grown dragon. They are few in numbers thanks to the amount of food and time needed for one to grow full size. Are like the smaller Crab class and like them are heavily armored and are flightless. They depend on their sheer size and strength to fight foes. They like their smaller counterparts can fire beams of energy from their horns which is much larger and more powerful thanks to their sheer size. And like the smaller Scorpion Class have stinger tails that spray acid.

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	14. Chapter 14

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Disclaimer: I don't own any of the characters here that belong to MLP or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

"The countries that were invaded by the Changelings are England, India, China, Mexico and Taiwan. Sunset felt more portals opening at least 3 more before, I destroyed the one that open here. Where they open Sunset isn't able to pinpoint where. This means we need to move the timetable in finding magic users. From what the lab can figure out when Sunset destroyed the other elements the shards didn't cover the entire world as many think. Most of the shards ended up in North and South America, while only the pieces that were sent flying skywards had the chance of being carried by the wind to other countries. Which explains why there are only a small handful of magic users from other countries found. There are simply fewer shards that ended up in the other countries and others ended up falling into the ocean. There already a search going on around here for more magic users, but we also need to search in both Canada, Mexico, and the South America countries. The Changelings from the reports we gotten from China, their magical girl was captured. The government is already cracking down on suppressing the news. The Changelings that managed to escape are now in hiding and any magic user can be a target," Spitfire read her report to the brass.

"How many magic users have come out of hiding thanks to the invasion?" a brass ask.

"There were 3 in England, one was killed the two survivors Frankie Rag and Pink Punk are now in an military base for their safety. The girl in India seems to have lost control of her powers of wind and force the police to kill her to stop her. China as, I said lost their magic girl which were still looking into to see what happen. Mexico had one magic girl, Erma Metal. Taiwan has one magic girl, Ion Storm who captured the leader of the Changeling horde that invaded Taiwan. There is no telling how many Changelings came through and how many are now in hiding," Spitfire said.

"Does Sunset have any useful information?" one brass ask.

"No. The Ponies never study the Changelings and only know about them from written records of past encounters of them. I showed her a picture of the Changeling leader that was captured and she never seen a Changeling like her before. The government of Taiwan is already sent her to a lap to study, while the dead ones are already in labs to learn what we're dealing with," Spitfire said.

"The leader that was captured is a she?" one brass ask.

"Yes it seems that the Changelings follow the hive caste system. Which means if the leaders are the egg layers, this invasion is far from over. Any of the leaders could start a hive on her own and depending on how many eggs she can lay and the time for them to hatch and mature. We may be dealing with an army of them sooner or later," Spitfire said.

"And they're shape shifters too," one brass said not liking what he's hearing.

"They are cold blooded so they can be picked up by thermal googles. Also if orders should be given where if on a military base its discover that there are two people who look alike running around. That both are to be detain so there won't be the whole which one is the real one thing that happens in tv shows," Spitfire said.

"How are the magic users doing?" one brass ask.

"They have started to learn how to use their powers safely. The two magic users who need to learn to use their powers the most are Violet Blurr and Rover, as their powers would be the most useful. Violet shown that she can open portals to anyplace she has been to at least once, while Rover can open a hole to any part of the world as long as he knows where he's going but the drawback is that he can only use it to take only one passenger with him at a time. So combining their powers together, Rover can take Violet to any part of the world and once she's been there she can open a portal there any time she wants," Spitfire explains. (1)

"It will allow us to response to any attack. But we need to have the other countries agree to it first," one brass said. As other countries like theirs wouldn't care too kindly that another country's army is operating in their country.

"How powerful are the other magic users?" one brass ask Spitfire.

"The two surviving England magic girls are Frankie Rag who has the power over cloths allowing her to control them in anyway she wants, and Pink Punk has the power to create shockwaves whenever she makes an impact. Both of them combine their powers to push back the Changelings. Rag made her clothes into a spider like walking tank that the Changelings couldn't harm, while Punk created shockwaves from inside the cloth shell, shooting them out from an opening. Fading Light of Russia from the footage is a walking tank and simply power through the Changelings. Mexico's magic girl Erma Metal is like Colossal from the X-Men, growing 10 feet tall luchador made out of metal. She is super strong and take as much as she gives, she is armed with a cannon like club that fire energy beams. Ion Storm of Taiwan managed to capture the leader of the horde that attack them," Spitfire said.

"And the ones who died?" a brass ask.

"Redheart of England was killed in action and her shard was recovered from her body, so is the India magic girl who the police there was force to kill to stop her. As for China they're covering up what happen to theirs, but from the Intel we managed to gather she was either captured by the Changelings or was killed in action," Spitfire said.

"We're going need to be ready for the Changelings, now that we know they can open portals here now," one brass said before looking at Spitfire. "The kids will need to be ready."

"Yes but only if we need them," Spitfire said not liking that both of her daughters have magic but also may need to fight.

"It's something that shouldn't be needed but they are the ones who can seal off the portals. And if the Changelings opening portals around the world all at once. We're going to need as many bodies as we can throw at them. The Changelings won't care if they're kids," a brass said.

"I know that. We nothing more to the Changeling then food, so they won't care who we are or how old we are. We're just a meal for them and nothing more then that," Spitfire said.

!

1 - It seems that teleporting can only be done by unicorns who's talent is magic. Which explains why only very powerful unicorns are ever shown using it in the show. And it must be draining to use seeing how it isn't used that often. As in the show not many unicorns are shown teleporting.

!


	15. Chapter 15

!

Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

In the deep forest of Russia wilderness, Fading Light lead a party of soldiers riding in vehicles through the deep snow. The heat coming from her armor clan body melted the snow cleaning the path for the army vehicles to follow her. For the last couple of days the Russian army along with other military units around the world have been on search and destroy missions. The surviving Changlings have went into hiding and with their shape changing abilities made it very hard to find them. Any signs of them was quickly investigated and all leads followed. Which is the reason why Fading Light and the unit with her are searching the remote forest. The village nearby reported sightings of strange creatures in the nearby forest. The village housed a radar station built during the Cold War that is still running, a squad of soldiers look into the reports, searching the forest and came back with tales of horror and of Baba Yaga. Clearer thinking heads figure it must be a magic girl who took the form of Baba Yaga, and sent their own magic girl to find her.

"This is Fading Light reporting in. Where near the area that the soldiers found the Changeling bodies," Fading Light reported to dispatch. The unit remain in constant contact with the army HQ.

They reach the area that the soldiers found the bodies and saw why the soldiers were so shock and scared. The animals have been picking at the bodies but what remains could still be seen. It was like the trees became alive and killed the Changelings, branches have torn into the bodies leaving them to hang from them. And some trees seem to have grown jagged mouths to eat others, along the flood of the forest other Changelings have been pulled into the earth by the roots of the trees. The roots like the branches had either torn or shove themselves into the Changelings.

"This is a clear sign of magic, looks like the magic user has the power over trees," Fading Light ordered the soldiers with her. The soldiers got out of the vehicles and began searching for clues.

Fading Light watch as the soldiers search the forest for any clue of the magic user. She wish that she is able to sense other magic users like Sunset can, but she isn't a train magic user like she is. She received orders from HG to try to draw the magic user out. She lifted an arm up and pointed it into the air, firing a massive ball of heat into the air that lit the sky above. The sheer heat of the blast cause much of the snow to melt.

A soldier radioed in about something flying through the air heading to her. Fading Light look upwards around her till she spotted what the soldier saw. A flying mortar with someone riding inside of it. Once she's was close enough she saw it was a human dress in furs and wearing a stag skull as a helmet. The person held a giant mace that's shape like a pestle. (1)

"What do you want of Baba?" the woman as her voice revealed her as spoke.

"Baba if that's your name and not just using the legend. I am Fading Light and you are like me, a magic user. These creatures you killed are the Changelings and the government is gather as many magic users to combat this threat. You found a shard of a magic item called the elements of harmony which gave you the powers you have like me. More Changelings will come and while you dealt with a a group, I saw first hand how many there truly are. If our world is to survive we need to work together to stop them," Fading Light said.

"I watch TV and seen the attacks," Baba said as she floated down to meet Fading Light's eye level. "I will help along with my sister."

"Sister?" Fading Light ask.

Heavy footsteps were heard causing Fading Light and the soldiers to turn their attention to where the sound is coming from. Stepping out of the tree line is a wooden house walking on wooden chicken like legs. Standing at the door entrance is a figure dress in the same outfit as Baba. She is armed with a mini gun that is mounted on a turret in front of the entrance.

"I am Yaga," the sister of Baba said.

"Together we are the Baba Yaga twins," the sisters said at the same time. (2)

!

Author's Notes -

1 - The Baba Yaga outfit from Tomb Raider

2 - Baba power of telekinesis

Yaga power of wood

!


	16. Chapter 16

!

Disclaimer: I don't own any of the characters here that belong to MLP or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

I Just Walk Away -

"In the Hawaii Islands off the coast a navy aircraft carrier return back to port. That's when they discovered two new magic users, using their powers to bring up salvage from the sea. The navy personal pick them up and towed their boat back to their base," Spitfire reported to the brass.

Spitfire then brings up the files they made on the two magic users.

Maui Hook a young man named after the legendary hero and demigod of Hawaiian mythology. He is an Earth Pony who has the power of hooks. He wore little armor a metal breastplate, a helmet, a metal kilt and matching pairs of gauntlets and knee high boots. His weapon is a great fish-hook that's more like a grappling hook that is connected to his arm by the right gauntlet and a cable that can lengthen up to a point. He is able to hook just about anything and pull it towards him.

Moana Finder is a unicorn pony and her power is of navigation. She is dress in the same armor as her friend but with a unicorn helmet. Her weapons are a compass that allows her to find any location and a large old fashion telescope that she can use as a club. She was using her power to find sunken treasure and Maui would bring it up.

"With Magnet Rose being flown in by military plane bringing the number of young magic users to 37," Spitfire said.

With the Changeling attacks all magic users are to be found before they're captured by the Changelings. The magic users came out of the wood works after the Changeling attack, and even with the Chinese Government locking down on information. News of their lone magic user captured by the Changelings quickly spread. The lone Changeling Breeder that was captured by Taiwan, has been force to talk and revealed that her orders were to create a hive allowing them to make a beachhead in this world. The China magic user would be use to help create stronger breeds of Changelings. And it seems that the Breeders are what Chrysalis was before the last queen died and the Changelings all follow her. She has an effect on all the Changelings that all queens have that makes all hive members obey her.

Which gave them a plan of attack and put an end to the Changeling threat. As long as Chrysalis is queen the attacks would continue as she would never live in the shadows as the past queens had done. But if she were to be killed the hive would break apart unless a strong and powerful Breeder manages to take power as it was how Chrysalis became the current queen. Without her the hive will just break apart into smaller hives as there is no Breeder as powerful as Chrysalis is to replace her, yet.

The governments have setup their defenses since the attacks and are searching for more magic users. With Spitfire proving that the portals can be sealed by a magic base attack, the other governments are increasing their search for magic users. While the US has the most magic users and the sole train one, the other countries are trying to catch up. As even with invasions from another world the bureaucrats are making power plays using the magic users. People are in a panic with the idea of portals opening and monsters coming out, with only magic being able to seal it. Countries around the world want their own magic users for protection and the ones who do have magic users are keeping a tight hold on theirs.

England lost one of their three magic users, India was force to kill their lone magic user and are now trying to find a replacement using the shard taken from the body. Israeli is keeping their magic user under heavy guard as the other countries around them are in a panic in finding their own. Australia two magic users are also under heavy guard and are learning how to control their magic by video chat with Sunset. The same goes with the three magic users from Ireland. Poland is asking for Lightning Hussar to return to Poland once her training is completed. Most of the countries of South America are searching for the magic girl who is hiding somewhere in the jungle. The other countries are either searching for any magic user or trying to make some with the shards if they have them. The Russians found two more magic users, the Baba Yaga twins. Two powerful Unicorn types with the power of wood and levitation.

Japan on the other hand their lone magic user simply just left because of how she was treated, making a huge impact and how magic users are viewed. Japan having lost their sole magic user because of how she was treated by her hometown because of the traditional values they had. Are now scrambling to fix the bad PR and are trying to get Leaf Wind back, doing just about anything to please her so she would return. They couldn't force her as she is 18 making her a legal adult, going through all the proper channels and gotten a green card making her a duel citizen for both countries. The politicians on both sides are making power plays with Wind Leaf as the ball. And with her power of healing others, is causing much unrest. One trip to Ponyvile hospital had her healing many with some would had died otherwise. Sunset did explain that healing magic can't heal sickness or regrow lost body parts. But the real prize was that Wind Leaf magic can heal cancer, to a point as some people who she tried to heal are just far too gone. Now people are traveling from all over to be healed by Wind Leaf, which some people are using to build up their power bases. (1)

"There is also another matter," Spitfire said to the brass as she brings up another screen. The picture shown is of three children, one a teenager along with a boy and a girl. "This is Megan Williams, with her brother Danny and her sister Molly. They disappeared during the early 1980's from the family farm in the mid-west. From what was discovered, before they disappear there a rainbow that appeared in their farm which disappear the same time they did. Their parents revealed that their children often talk about a magical land of ponies and saving it from monsters. Sunset talk with them by video chat and from the stories she remembers is a prefect match for the stories of the ancient times of Dream Valley. Which is the place the Williams children told their parents they go to by the rainbow bridge or from the tales Sunset remembers the bridge of light."

"The bridge didn't just send them to another world but into the past?" one of the brass ask.

"That's what Sunset thinks what happen. Much of the pony history was lost after the three tribes left Dream Valley. The only one who might know anything would be Discord," Spitfire said as she looks around expecting Discord to pop up.

"Over here," Discord shouted as he appeared in the picture standing in front of the Williams children.

"Do you know anything?" Spitfire ask.

"Nope sorry. This is beyond my time, thousands of years to be a matter of fact. All, I know is that something happen that forced the ponies of that time to leave the valley and its something really horrible that they refused to speak about it or record it so that future generations wouldn't learn what really happen there. And thanks to the chaos magic covering the valley no one can use magic to see what happen in the past, even me. From what I managed to piece together the ponies did something horrible that cause them to bury what they did and what happen to those three kids. The windigos were created from what happen there, and windigos are spirits of cold that feeds on hatred and strife. They turn the entire valley into a frozen wasteland that even my magic can't effect. Something in the valley is allowing them to grow in numbers and keeping the valley frozen. But of course, I have no interest in finding out so, I never bother to learn what happen," Discord explains before disappearing.

"There you have it," Spitfire said.

"Is that all?" one brass ask.

They all waited but Discord didn't reappear.

"Yes looks like that's a much help as we're going to get from him," Spitfire said.

!

Author's Notes -

1 - Politicians using magic user as a way to get more votes and power would happen. And is never really address in magical girl anime or manga.

!


	17. Chapter 17

!

Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

Inside a indoor firing range at the airforce base, the magic users are all training in using their powers. With the changelings on the loose all the magic users have to be ready to fight, as they're the only ones who are able to close the portals. They're learning how to use their powers to their fullest as it seems that the powers that the shards gave to the magic users isn't just limited to what they can do. As the rules of their powers, have no rules on them, no restrictions on how they work, no limits. As Zecora learn that she can produce any kind of chemical reaction, when she created dark matter without using a atomic super collide and is able to safely keep it in one of her beakers.

"Alright people looks like from what, I can figure the powers you all have are based around a word. From there you can exploit that word to the utmost, pushing it to its limits, and finding copious ways to exploit them. Don't just focus on the obvious usage of your powers. You all need to use your imaginations in how your powers work and surpass the logic of what you think is possible," Sunset spoke to the crowd in front of her.

"Like devil fruits from One Piece!" Pinkie Pie shouted out.

"You can think of it like that. But also use your required secondary powers that allows you to safely use your powers without hurting yourself," Sunset said.

"Like us!" Sonata spoke up. "We're like Aquaman in our magic forms."

"The guy who talks to fish?" Rainbow Dash ask.

"We can swim like a fish and punch like normal underwater while under 500+ atmospheres of pressure," Adagio stated.

"Why you think I can take on Applejack?" Aria said as she likes to train with Applejack matching her strength.

"Till, I go all out," Applejack said.

"What what about you?" Pinkie ask.

"I can use magic and use a wide range of spells that none of you can use and can use magic without having to transform to do it. And I'm the only one here who has the whole magic item instead of shards that all of you have," Sunset deadpanned.

"What about Celestia and Luna? They're pretty powerful," Pinkie ask again.

"We have green lantern powers. I can use light to make just about anything with my mind," Celestia said.

"My powers are just as powerful as my sisters," Luna said.

"With the Changlings being able to open portals and the ones here. All of us are going to have to train to master our powers," Spitfire said.

"Right mom!" Rainbow and Scootaloo shouted out.

"But how are we going to be doing that?" Trixie spoke up.

"Simple look online and look into fiction that has your power or close enough to it and see if you can't do the same," Sunset said.

"Wait that's it?" Spitfire ask.

"What you think training from hell like seen in fiction would really do anything in learning how to be creative with your powers?" Sunset ask.

"So no back breaking training and tearing you apart to build you up to become a soldier?" Chole ask.

"Of course not. You're all learning how to control and be creative in using your powers. The unicorns in the guard are very segregated in what spells they learn which is mostly just shield spells and attack beams. When there's something that needs magic to fix the unicorn guards are too limited in their magic to do much and specialized unicorn mages have to be called in. Of course most unicorns don't have very strong magic, so that also limits them in what field of magic they can learn and how many spells they can cast. My talent is magic so, I'm an exception," Sunset explains. (1)

"We just have to think and learn to be more creative with our powers? No army training?" Lyra ask.

"Well for you and the others who have guns as weapons you all need training at the firing range. But for now in learning to use your powers better just be creative," Sunset said. (2)

!

A few days later -

The magic users followed Sunset's advice in learning to use their powers better. By turning to fiction for ideas and seeing if they couldn't do the same with their powers. And in many cases they could pull off what is found in fiction and others had to make do with close enough. Some like Magnet Rose a unicorn with the power of magnetism. She is learning to use her powers like Magneto, which her power allows her to copy what he does in fiction.

Spitfire with the power of impact allowing her to slam into anything without harming her. She learn that she can channel the impacts into her hands and feet instead of just body slamming herself into things.

Cheerilee with the power of bag of holding. She learned that there seems to be no limit to what she can put into her bag. Even letting her suck in attacks and let them out whenever she wants.

Big Mac has the power to put more power into just about anything from increasing size, speed and power. His weapon is a minigun that like the other guns fires energy blast instead of real bullets. He can use his power to increase others powers as well.

Maud Pie has the power to transform herself into any kind of stone. She's an earth pony who's weapon is a pair of gauntlets. She learn that she can mix her body with different stones and can merge her body into any kind of stone. Allowing her to travel through it like water.

Limestone Pie has the power to transform herself into sand. She's a earth pony who has a is a mace and shield. She can increase her size and power by taking in more sand into herself.

Marble Pie has the power to transform herself into clay. An Earth pony and her weapon is a ball and chain. She learn that she can like Clayface, morph her body into just about anything she wants.

Snips a unicorn has a pair of oversize scissors that allows him to cut just about anything. He's learning how to cut things so that it be in the shape he wants it to be.

Snails can fire beams of energy that cause anything to slow down. He's a unicorn and his weapon is a crossbow. He learn how to either fire a beam or a small fast ball of energy, and make a field around him that slows everything down within the effected area.

Diamond Tiara has the power over wind which she uses as a breath attack. Her weapon is a spinning shield and sword. She's a unicorn. And Silver Spoon power is gas which allows her to produce any kind of gas she wants. Her weapon is a backpack gas sprayer. She's a unicorn. Both of them being friends learn to use their powers together so that Silver Spoon's gas can travel further, by Diamond Tiara blowing it.

Trixie a unicorn can create explosions from fireworks to bigger one. And has a rocket launcher as a weapon. She learn how to control her explosions so that she won't be a danger to others on her side.

Lavender Lace is able to create illusions. Her weapon is a grenade launcher. She's an earth pony. She learn how to better control her illusions to the point where only by feeling the illusion you can tell it's not real.

Fuchsia Blush who is a shapeshifter. She has a shoulder bag that is full of bombs. She's a pesgasus. She found there's no limits to what she can change into, with the exception that she can't use the powers of those who she change into as she tried changing into Sunset but found she couldn't use any of her powers.

Photo Finish can hit anything once she spots it. The energy beams she fires from her camera, turn corners to hit its target. She's an earth pony. She learn that just about anything she aim to hit something with she can get it to hit. And she's learning from veteran snipers to improve her skills.

Pixel Pizzaz can reflect just about anything. Her weapon is an umbrella. She's a pesgasus. She learn that she can reflect herself away from objects and vice versus.

Violet Blurr can create portals to anyplace she has been to before. Her weapon is a double-barrel shotgun. She's an earth pony. She and Rover team up so that both of their powers short comings are covered by the other.

Maxine Caulfield has the power of time. Her weapon is her staff. She's a unicorn. She learn to use her other magic skill sets as her time powers are still too dangerous to use.

Chloe Price power is ramming in the form of her truck. Her truck once in motion can't be stop and can ram through anything in its path. She's an earth pony. She learn there's nothing that her truck can't ram into and break through and only while it's in motion that nothing can damage it.

Fido power is wrecking that allows him to break objects with his hammer. And a Earth pony. Learn to control his breaking so that only what he wants is broken and not the whole thing.

Rover has a drill that allows him to open holes to any part of the world. An Earth pony. Works with Violet Blurr as he can only take one person with him at a time.

Spot power is holes which that the form of portable holes. His weapon is a shovel. An earth pony. He learn that the holes he makes can make a hole into just about anything.

Little Strongheart is able to create earthquakes. Her weapon is an axe. An earth pony. She learn that she can create earthquakes in the air like Whitebeard from One Piece.

Derpy has the power of bubbles. Her weapon is a giant bubble wand. She's a pesgasus. She learn that she can create any kind of bubbles she wants, and can manipulate everything about bubbles. Including size, weight, and hardness, with what kind of bubble it is.

Bulk Biceps can increase his body mass and density by absorbing energy. His weapon is a claymore. He's a pesgasus. He learn that there seems to be no limit to how much energy he can absorb.

Flash Sentry is can create orbs that act as defense towers. That fire beams of energy at any target he sets it to fire at. His weapon is a handgun. He's a pesgasus. He learn the maximum number of orbs he can create, 20 at any one time without them just fading away after a few minutes if he created more.

Vinyl Scratch is able to control sound waves to microwave, which she amps up by using the speakers on her gauntlets. She is also powers up any kind of wave. She's a unicorn. Learn to use microwave energy to make beams of heat that can cook things till they blow up.

Octavia Melody can create strings of pure sound that allows her to cut just about anything. Her weapon is a spear. She's an earth pony. She learn she can use the sounds of her surroundings to make her strings stronger and use her stings to swing around with like Spider-Man. And by drawing in sound around her, she created a field around her that has no sound in it.

Lyra Heartstrings can make copies of herself. Her weapon is a submachine gun. She's a unicorn. She learn that what her copies learn she learns as well but if there are too many of her copies learning at once causes an information overload when all of them are reabsorb into her.

Bon Bon can turn herself invisible and make anything she's wants invisible too. Her weapon is a rifle. She's an earth pony. She learn she can with enough focus she can make others eyes invisible leaving them blind.

Apple Bloom is able to create a force field bubble around her. Her weapon is a baseball bat. She's an earth pony. Apple Bloom learn that nothing can get through her bubble, which is why she would need to use an air tank for drivers when she wants to use her power for a long time.

Sweetie Bell can make herself into slime. Her weapon is a Holu hoop. She's a unicorn. She learn that she in her slime form is like the blob and can't be destroyed, being able to reform herself. And she can shape shift her body to look like just about anyone but can't change her colors. Like the blob she can absorb things into her body mass to make herself bigger.

Scootaloo is able to shrink herself and other objects. Her weapon is a Sling Shot. She's a pesgasus. She learn she can shrink only one part of whatever she uses her magic on. And learn that what she has on her also shrinks with her but once she depowers all the stuff that shrank with her return back to normal size.

Mona Parker is a pesgasus but with bat wings, which Sunset said that the bat ponies are a subrace of pesgasus that live like bats. Her power is that of shadows. Which allows her to use her shadow as a weapon that can morph into just about anything she can think of. She learn that she can teleport from one shadow to another that's within her line of sight.

Charley Bones is an earth pony and power is to electrify his entire body which he channels into a energy gun that fires electric bolts. He learn that he gets stronger the more electricity he takes in, turning his body into a walking energy being with enough power but with the downside of him unable to touch anyone. He can release all of that power into his energy gun in one powerful blast.

Lily Duncan is also an earth pony with the power to make herself into a giant. She learn how to make only one part of her body when she transforms like Scootaloo. And like Scootaloo what she has on her when she grows big, grows with her and turns back to normal when she depowers.

Lightning Hussar who is a pesgasus with the power of lightning. She learn to control her powers so that on contact with water doesn't short her out, and channel all the ions in the sky creating lightning out of clear skies. She learning as fast as she can as her home country of Poland wants her to come back.

Wind Leaf a pesgasus with the power of healing. She learn that her power of healing can also be used on other things like restoring a Chole's old beat up truck back to prime condition like it just rolled off of the factory. (3)

!

In Russia -

The Baba Yaga sisters turn out to be of the Yakuts people and after gaining their powers they went to live in the woods. There they train to use their powers using ancient shaman training to help them focus their new powers. Now after Fading Light found them, they have been taken back to the army base. And are now training along side with Fading Light and soldiers so that when the time comes to fight the Changelings again, they won't be a danger to the ones on their side.

Fading Light had trained for months along side with soldiers so that they work as a team. The soldiers could use Fading Light as a living shield as her giant armor form made her unstoppable to conventional weapons with only tank and artillery fire being able to knock her back or off of her feet. But with magic that the Changelings can use there might be a limit to her armor that magic attacks could wear down. So while Fading Light lead the attack the soldiers would back her up and protect her blind sides.

"The power that the shards give are base around a word?" General Ironwing ask as Jammer had come up to him with what he had learned.

"From what the American magic users have been posting online, they have been training themselves to use their powers by thinking outside the box. They have been sharing this with the magic users they're in contact with," Jammer said. "The girls should start training like that too, the sooner the better. There's no telling what the Changelings are doing with the Chinese magic user."

"The Party is doing what they can to cover that up but it's too late to cover it up. Not that will stop them from trying," General Ironwing said.

"Many countries are now trying to find or lure magic users to defend their countries. Seeing that it's been proven that a magic attack and destroy the portal," Jammer said.

"There are those two American magic users who are appearing all over the world at different countries US embassies," General Ironwing said. "We just have to prepare for the next attack."

"Or till we figure out how to open a portal to Equestria and go on the offense," Jammer said.

!

Author's Notes -

1 - Like in Justice League cartoon where at first Green Lantern only used a shield and beams. But after he started to not think like a soldier and became more creative that he became more powerful. His power didn't get stronger, it was how he used it that made him stronger.

2 - The powers of the magic users work on the logic that devil fruit powers work in One Piece. The more creative the user is with their power, the more powerful they are compared to those who only focus on only using their powers in the most limited ways. Instead of learning to control their powers and using it in creative ways. The magic shards give the magic user a power that is base around a word and it's up to the user how far the word can be stretch.

3 - As the chapters go on the magic users will learn how to use their powers better and gain new abilities.

!


	18. Chapter 18

!

Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

Tomoko Kuroki is a legendary high-school girl with over fifty years' worth of romantic experience and over one hundred male admirers... in the otome gaming world. In the real world, she is an unattractive, lonely, creepy fifteen-year-old Otaku schoolgirl with severe self-esteem issues, so much so that she avoids all contact with her classmates. When she enters her first year of high school expecting her life to suddenly turn around, she is stunned when absolutely nothing changes. This forces her to take a hard look at herself for the first time, and resolve to become more sociable and popular. Which all went down hill for her, even if she is hanging out with her old friend Yuu Naruse and her other friend Kotomi Komiyama more.

Then while surfing the net she discover news footage of magical girls, real ones. Americans but still magical girls and even having a magical world where colorful ponies live with that girl Sunset being a pony who transformed into a human in this world. She watched the news and search online for anything about Sunset and her world. She learn alot from reading the blogs and webpages of the students and people around Sunset. Then she learn that there's a way for anyone to be a magic user, by finding a shard of one of the magical jewels that Sunset girl broke to seal the portal to her world. She made a vow to find a shard and become a magical girl.

And it's been months and she hasn't found even one shard. There is only one Japanese magical girl Wind Leaf who went to America to be train there, even going so far as getting a green card so that she can live there. Which means if she becomes a magical girl she can be the center of attention and be...

"Who am, I kidding. I'll never be a magical girl," Tomoko said slumping on her desk. "I'm just unattractive, lonely, creepy girl with self-esteem issues."

"Tomoko?" Hina Nemoto her classmate ask. She's the first person in Tomoko's class that Tomoko is able to talk to on a semi-regular basis.

"I'm just being honest with myself. I'll be the creepy office lady that people avoid talking to. I can be the one people go for refunds or something like that," Tomoko said as she looks down at her desk.

Then after awhile she notice that the classroom became silent. She raise her head and looks around to see she's the center of attention. Could this be it? Has her dreams of being popular became real?

"Tomoko you're glowing orange!" Hina shouted out. She and the rest of the class along with the teacher are all spellbound watching her glow.

"You're a magical girl!" a classmate shouted out.

"I'm what?" Tomoko looking down on herself and saw that she is glowing the color orange, before the light engulf her before fading away. (1)

When her classmates and teacher finally regain their sight they saw Tomoko had transform into a magical girl. But she wasn't like the magical girls that they been seeing on the news. Tomoko is now wearing a heavy brown cloak with bandages covering her whole body. Save for over her eyes, with long broken chains worn randomly over the bandages. Metal clasps are worn on her wrists, neck and ankles of the woman, though the chains connected to them are broken. She wore a breastplate with bat like wings, gauntlets, boots underneath her brown cloak, and on her head she wore a horse like helmet.

"What happen to me?" Tomoko ask before turning to look at her reflection in the window. Instead of a pretty magical girl as she had dream of, instead she saw what she seen in many of her anime and mangas. She place her hands which started glowing black on her desk and to her surprise the wood rotted away and the metal rusted to dust. She stared at her ruin desk before giggling then breaking out in a crackling laughter that's causing all of her classmates and teacher to be creep out by her. (2)

"Tomoko get a hold of yourself!" Hina shouted out as she and the other students back away from her. Many of them had taken out their phones and recorded what's happening to their classmate. And they all saw what she did to her desk just by touching it.

"I see that makes sense! I'm not popular or pretty enough to be a magical girl but instead I'm a dark magical girl!" Tomoko shouted out as a black aura surrounded her causing all that it touches to decay, creating a sphere around her of nothing. She spreads out her wings and flew off into the city where anything close enough to her decayed.

!

Ponyvile Army Base -

Inside a large walk in bird cage, Sunset and Celestia are with Philomena spending time with her. Celestia had been reading up on falconry and how to take care of large birds of prey. Sunset revealed that while phoenixes do eat fruits and seeds they do prey on live prey, mainly fish and rodents. And while they do burst into flames when they die of old age and be reborn into a younger form, it doesn't mean they can't be killed. And with Philomena being princesses Celestia's pet for hundreds of years, she is much smarter then the wild ones. Which is why the bird cage is heavily secured as Philomena has made it a habit to escape.

Celestia watched as Sunset held out her right arm with a falcon glove that allows Philomena to stand on her arm without her claws harming her. Both of them have been taking lessons from falcon trainer in how to handle Philomena. But of course seeing that Philomena is semi-sentient and Sunset grew up around her and already knew how to handle her. It was Philomena who stole the elements and brought them to Sunset in the first place. Which made Celestia wonder how smart the bird really is, as how she knew where to find Sunset in the first place. It's something that's been bothering both her and Sunset in how Philomena knew so much and able to somehow open the portal when it shouldn't had happen for a couple more months.

Speaking of Sunset both of them are still bond by the spell that Discord cast on them. But it is weakening as he said it would, as they can now be separated at 5 feet now. Which made things less awkward for both of them when it came to bathroom time. With how the bonding spell is weakening it shouldn't be more then a few more weeks before it's gone.

But that has allowed Celestia to get to know Sunset better and behind the top girl of the school mask she wears, found the crying child inside. The one that was created by the other Celestia throwing her out of the only home she ever knew and abandoning the child who only wanted the attention of the only mother she had ever known. Spitfire had help her in learning how to handle Sunset, having housed her with her family. Both her daughters had helped in opening Sunset up to sharing her real self. But it was up to her to free her from the shell she formed around herself and her abandonment issues. Celestia has been helping Sunset with the help of her sister Luna in letting go of the past and try to make a future for herself.

Celestia's cellphone rang and she answers it. "Hello?"

"Celestia you and Sunset get over to the training hall now," Spitfire said over the phone.

"Sunset looks like we're needed," Celestia said turning off the phone.

"Right," Sunset said as she pulls out a teleportation spell sending both of them to the training hall.

The training hall was crowded as usual with all of the magic users training themselves to master their powers. But right now all of the people in the room are watching the news which has a live fee of a magical girl on the rampage in Japan. Which is her walking or flying around with everything around in a radius of a couple of feet from her decaying. People are fleeing on foot abandoning their cars, or riding bikes both pedal and motor. The magic girl was taking her time as she would lash out with chains that covered her body, destroying stores and tossing cars into buildings. The police are sending the people running away from the magic girl and detouring traffic away from her. Swat teams are trying to stop her but their bullets decay to nothing before they even reach her, causing them to fall back.

"Ok there's a magical girl on the rampage in Japan. Why are we all just standing here?" Sunset ask.

"We're still waiting for the go ahead from the Japan government," Spitfire said. (3)

"A magical girl is on a rampage after loosing it when she gain her powers and they want us not to help?" Sunset ask.

"Yes the government there is right now having a meeting to decide what to do," Spitfire said.

"In other words what mom is saying we just sit back and wait till we're called in to handle things," Rainbow Dash said.

"Wow that new Shin Godzilla movie was right about how the Japanese government would handle something like this," Snips said.

"Having a meeting to decide what to do and all that red tape while the city is being attacked?" Little Strongheart ask.

"Yes that is something that would happen," Wind Leaf said being the transfer student from Japan.

"You are all apart of the U.S. military and the Japanese government doesn't like the idea of another country's troops fighting in Japan. And seeing that she isn't attacking the US embassy, we don't have enough cause to step in and help," Spitfire said.

"Wait we can't just go to Japan because we're American citizens but you Wind Leaf have a duel citizenship. You can go there and take care of the girl," Lavender Lace said.

"That's just asking for things to end badly. Leaf Wind is still learning to use her powers and has no training in fighting much less with another magic user. Not to mention her power set isn't suited for fighting, she's the healer with only her bow for defense. This new magic girl...," Sunset was saying.

"Her name is Tomoko Kuroki," Luna said who knows enough Japanese to get by, as in college her roommate was Japanese and she taught her enough Japanese to get by. She's been watching the videos Kuroki's classmates posted of her transformation and freak out.

"Tomoko has the power to decay objects which is my guess of what her power is. Which is the opposite of Wind Leaf's healing and the result of two different powers facing off with each other would be a sight to see but would be like what happen in the Superman movie, Man of Steel. Not to mention seeing that the girl Tomoko has no control of her powers and causing destruction simply by walking around, the only way to stop her is either by calming her down or me, Celestia, and Luna taking her down," Sunset said.

"Wait us?" Celestia ask.

"You and Luna are the strongest in terms of power and you two just need to create a bubble around her strong enough that her powers can't break it down," Sunset said. She is the most skilled of the Alicorn rank as there are only 3 counting herself, but both Celestia and Luna more mature bodies can handle the stress of their powers better then her. Which by her guess is that alicrons become stronger the older they become.

"We can just bubble her and talk her down," Luna said.

"I can do it!" Mona Parker shouted out. "She's a fellow bat pony like me."

"Nope," Luna said shaking her head.

"You're too young for that," Celestia said.

"This isn't like in fiction with kid heroes. You don't have plot armor and morel guardians keeping bad stuff from happening to you," Sunset adds.

"Unless we're really have our backs to the wall, you kids are just for support," Spitfire said.

"You are all still underage kids," Big Mac pointed out with him being the oldest at 18 and the only one who is being trained with the real soldiers as being 18 is the lowest age you can serve in the military.

"Besides till we have the go ahead from the Japan government. We can only stay here and watch," Spitfire said turning her attention back to the tv showing the chaos the magical girl is causing.

!

Author's Notes -

1 - Tomoko only powered up her shard of honesty when she was honest about herself. And her becoming what looks like a dark magical girl since she is a bat pony, is something that someone like her would cause her to snap.

2 - Tomoko's power is decay and weapons are chains.

3 - In Shin Godzilla shows the prime minister and the cabinet wasting time in a meeting when they could had killed Godzilla but didn't as the bureaucrats stood in the way till it was too late. Which for those who live in Japan and been there long enough is something that would happen.

4 - Unlike in other fictions I'm going to try to show what would really happen if two superpowered beings fought each other in a crowded city. All those energy attacks and city destroying attacks don't just disappear when they miss their targets. Which is the reason why police and soldiers are train not to fire wildly at someone in a crowded area.

!


	19. Chapter 19

!

Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

Tomoko Kuroki laughs as everything around her is decaying away and the people running in terror before her. If she is to be a dark magical girl then she'll be the most powerful one ever. Having spent countless hours watching and reading both anime, manga, western comics, tv shows, and videogames, she quickly gasp how to use her new powers. She has the power to decay anything she uses her powers on, like that old man in that anime Bleach. But her powers don't effect her like his power did on him. She can decay anything around her in a field around her creating a bubble around her that kept her safe from harm, the police around her are firing their weapons at her even using tear gas on her but even that doesn't work on her. The gas just fades away before it even effected her, she couldn't help but wonder how the air she's breathing isn't being effected but she just waves that away with her magic selecting what to effect so that it doesn't harm her.

All the attention is on her now, like she always wanted. A news crew is filming her and news copters are flying around filming her and her alone. The tv screens in stores she past has her on it. She is the center of attention, she is...

"Having fun?" Discord ask appearing on a billboard stopping her train of thought.

"Discord we meet again," Tomoko said glaring at him.

"Yes we are," Discord said he sets his sights on her. "You did well during our last battle in World of Warcraft. But you simply couldn't beat me. So much for being a hardcore gamer, or should I be calling you Black Harvest."

"What do you want? Here to stop me?" Tomoko ask.

"Why heavens no. Why would, I care if you want to cause chaos around here. So much destruction in so little time. But I never cared about that stuff. Where's the fun in destroying everything. After all if everything is destroyed and there is no one left. Where's the fun?" Discord said.

"You enjoy doing this kind of thing online," Tomoko growled.

"Sure I might go and completely wipe out entire parties of players, but there's a differences between what you do in a game and what you do in real life. Besides, I hate people thinking that just because I enjoy chaos, that I love killing as well. What am I? That fictional Joker from the comics? Please like I would do that. Besides it's more fun having you humans around then the ponies ever were. When I decide that I been playing games too long and need time to get outside to have fun. Unlike the ponies who panic over just about anything that's outside their control. You humans enjoy my kind of fun. In fact you humans line up just to come and have fun when, I turn an area into my fun zone. It's nothing but a carnival for you humans. It's nice instead of everyone running around screaming their heads off after, I make cotton candy clouds that rain chocolate milk, or make inanimate objects come to life. The children love me," Discord explains. (1)

"So why are you here?" Tomoko ask.

"To have a front row view for a good old fashion superhero and supervillain, super fight," Discord said. "Once the Japanese government finally agrees to allow Sunset and the others to come over. It's going to be a show to watch."

"This is just a show for you isn't it?" Tomoko ask.

"Of course it is," Discord said. "This has all the makings of one of those magical girl shows, expect without it staring a native or dumb main heroine. Sailormoon is good but it's just like back in Equestria, the princess was the only one who really did any defending and without her... Well if the pony arm forces were anything like you humans, they might had been able to push back the Changelings. That's that main problem with magical girl shows, is that the creators of them always have the magical girls being the only ones who can do anything. Which is why, I enjoying watching this conflict with you humans and the changelings. The humans aren't all dependent on a small group of magical warriors to depend against some evil force, which unlike in the fictions the changelings aren't bond to attacking one city."

"Well it's often has the evil force only able to open a portal in one place at a time," Tomoko said.

"Or just lazy writing. Like those alien invasion movies where all the aliens are dumb to the point where the humans have a chance to fight. But at least, I'm getting to watch a real life magical girl show which is better then the ones that the hacks making the anime and manga ones, isn't going by paint by the numbers. Which reminds me," Discord turns to the news crew filming. "You all are living in a magical girl show, so why not give you all the opening for the show."

!

In America -

Sunset and the others been watching the attack on Japan, as they waited for the go ahead from the Japanese government to save them. And they been watching the exchange between Discord and the new magical girl, which is keeping her distracted from continuing her rampage. Then Discord suddenly starts talking about what's happening being just a show to him and going to be showing them the opening.

"Cool we're in a show!" Pinkie said.

"No we're not!" Applejack said.

"Then why is the tv showing an opening title thing?" Applebloom ask.

"What?" Applejack ask as she and the others all stared at the tv.

!

The tv scene shows Sunset in her magical girl form holding the bag that held the other elements, standing in front of a mirror with her pony self staring back at her.

"Remember Again."

Then the mirror fades revealing it's the statue base that use to stand in front of Canterlot school.

"Inside a world of broken words."

The portal of the statue showed Chrysalis with a bond in chains Celestia next to her, with an army of changelings around them.

"You cannot hide."

And the picture expands showing Sunset is standing in front of the school with teachers and students standing around her.

"You try to find the reason why."

Sunset throws the bag to the ground and brought down her axe on it destroying the other elements and the mirror.

"As days collide."

Celestia faces breaks apart as the mirror and the elements breaks, with the pieces flying up skywards.

"The seconds keep on passing."

Some of the pieces flying struck some of the students and teachers watching turning them grey but for a small light that glowed the color of the element they been given.

"Without a sound, you turn around."

The screen goes back to Sunset who falls to her knees staring at the spot where the portal use to be. With the world around her growing grey in color.

"And as you walk away I call to you."

The shards of the elements are seen flying across the grey colored world, viewed from space.

"Don't you let go."

The screen showed the shards flying across the American continent, zooming in on Mona Parker, Charley Bones, Lily Duncan, Maxine Caulfield, Chole Price, and Erma Metal. All being struck by a element shard.

"Take a look around, you are not alone."

On the open sea several of the shards struck Maui Hook, Moana Finder, Magnet Rose, Rikki Chadwick, Emma Gilbert, and Cleo Sertori.

"If you'd only stop and close your eyes, find the answers."

Next the shards fly across Russia, Fading Light and the Baba Yaga twins being struck with their shards.

"You'd find the answers."

In Taiwan, Ion Storm being struck with her shard.

"When you feel like the world is falling in."

Then in England, Pink Punk and Frankie Rag with their shards.

"And you can't seem to find the way back in."

In Poland, Lightning Hussar is shown being struck by a shard.

"Don't cry."

In Japan, Wind Leaf and Tomoko Kuroki are being shown being hit by a shard.

"Just hear these words and remember."

In Australia, Terra and Shade Mess being struck.

"Don't you let go."

In Israeli, Sonic Gust being hit by hers.

"Take another breathe when you're lost again."

The new scene shot shows Discord watching the events unfold as he sat back in a chair floating above space.

"If you'd only break the walls within find the courage."

The screen zoomed in back to the school and focusing on a shard of the portal.

"When you feel like the world is falling in."

The screen goes into the shard of the portal ending up on the other side.

"And you can't seem to find the way back in."

First it showed Equestria as it was before with ponies walking around, then transforming into a broken land.

"Don't cry."

The Changelings are shown flying around in their new human like forms overseeing everything.

"Just hear these words and remember again."

The cities and towns are replaced with slave camps.

"Outside, you're trembling as you stand."

The ponies are press ganged in working farms, mines, and factories.

"In the falling rain."

Others are in green pods.

"You try to find where you belong."

Canterlot Castle once someone out of a fairy tale, is now now dark and looming.

"As you drown the pain."

Chrysalis stood in the throne room with Princess Celestia trap in a pod along side with Princess Luna, and Princess Cadance.

"You hear the voices crying."

The screen turns up revealing the main six trap in their own pods.

"Inside a world monochrome."

The screen zooms towards Everfree Forest where the last of the free ponies in Equestria are hiding.

"But their eyes are bleeding tears of."

A energy dome covers the forest, with Changelings unable to go past it.

"Magenta!"

The ruins of the Castle of the Two Sisters is shown as it was before.

"Don't you let go."

It transforms as it's been rebuilt by the ponies, with a village surrounding it.

"Take another breathe when you're lost again."

The surrounding forest has been cut down for farm land and defenses been built.

"If you'd only break the walls within find the courage."

Trixie is shown wearing the Alicorn Armlet using her magic to fight off the changelings.

"When you feel like the world is falling in."

The screen zoom back into Canterlot castle, going into a old storage room.

"And you can't seem to find the way back in."

The screen focus on an old scrap book that opens revealing snap shots of a young Sunset and Princess Celesita together.

"Don't cry."

The pages started to turn giving a snap shot of events through Sunset's life with the princess, with the first picture showing a dirty Sunset filly looking upwards to the princess.

"Just hear these words and remember again."

At first they were happy together till there came a blast of magic in the foreground.

"Another silent prayer fades."

A picture showed the cause of the blast coming from a young purple unicorn.

"As the night slips past."

Sunset in the pictures after the blast is trying to get the princess attention, with the princess eyes on the young purple unicorn.

"I try to reach out to the light through."

The reminding pictures shows Sunset growing resentful and being cold, resulting in the princess showing her the mirror and showing an alicorn Sunset in the mirror.

"The glass as it shatters."

The princess is shown being fearful of what Sunset saw and moving further away from her. Till it shows the events of Sunset studying dark magic and being caught. The final pictures have Sunset being thrown out of the castle but her running into the mirror.

"Don't you let go."

The screen now shows the human Sunset kneeling before the broken portal, grey and lifeless. Till the human Celesita step up from behind Sunset placing her hand on Sunset shoulder.

"Take another breathe when you're lost again."

Sunset looks around as the students and teachers surrounds her with their element shards glowing with color.

"If you'd only break the walls within find the courage."

The world explodes with color all coming from the element shards, with all the magic users transforming into their magic forms. Snap shots of the other magic users transforming with color expanding around them.

"When you feel like the world is falling in."

Sunset turns to Celestia who is standing next to Luna, but in their magic alicorn forms.

"And you can't seem to find the way back in."

Sunset stood up color returning to her body as she looks upwards into the sky.

"Don't cry."

Words in English appeared in the sky. 'My Little Sunset: Magical Girl.'

"Just hear these words and remember again." (2)

The final shot is Sunset as a filly curled up against Princess Celestia sleeping as the princess looks down at her smiling.

!

"This is so cool!" Pinkie shouted out.

"Yes, I know. My pony counterpart is leading a rebellion!" Trixie said.

"It's like we're in a show!" Flash said.

"And Sunset is the star," Rainbow said glancing at Sunset who has grown quite and looking down.

"Sunset?" Rarity ask.

"Sunset what's the matter?" Applebloom ask.

"Come let's go and be by ourselves for a bit," Celestia said taking Sunset's hand in hers. Sunset nodded and walk off with her. (3)

!

Back in Japan -

"So am I a villain in your show or something else?" Tomoko ask Discord.

"Now that's up to you," Discord said. "Be a hero or be a villain or one of this anti something or another. It's up to you and you alone to decide."

Tomoko just stood there as she looks around at the devastation she has made, taking it all in. She spread out her wings and flew up into the air, flying higher and higher. Then she drive bombs picking up speed as she did so and using the speed shot off like a rocket away from the city.

"Well that was a anticlimax end. I wanted to see a magical girl fight," Discord turns to the news crew who gotten near to him, which is made up of a cameraman and a woman reporter. "Well thanks to the Japanese government spending the last hour or so debating about what to do, there is no fight or the magical girl respondeable for it captured. Is it so hard for you paperpushers to ask for help? There's a whole army base full of American magic users with one of them being from my world and is a train magic user. She would had been able to handle things, instead of all the damage that's been done."

Discord snaps his fingers and is suddenly dress as a accountant holding a calculator like adding machine.

"Lets see with the damage cause by said magic girl or Black Harvest, combine with the damage related to her rampage, counting car crashes and all of that, power lines, water mains destroyed or effected. Mustn't forget looting, lost productivity with people unable to work, wasted man power. Then the cost of rebuilding everything and paying the workers. The total cost of this little rampage is around 40 million American," Discord said looking at the little paper slip the machine spat out.

A tall apartment building that had a half circle taken out of it side, suddenly rumbled and fell over. Resulting in it having a domino effect as it knock over one building after another, taking out the entire apartment block. With the last building falling onto a gas station, which exploded setting the surrounding buildings on fire. The blast wave would had hit Discord and the news crew but he created a shield around them protecting them.

"Ok make that 80 million American," Discord said as he snap his fingers and in his hands is a big metal fork with a marshmallow on it and he started roasting it over the fire.

"Can't you do something?" The cameraman ask filming.

"I am," Discord said.

"You're roasting marshmallows as the city burns," the woman reporter said.

"You're right," Discord said as he snaps his fingers and a fiddle appeared next to him playing on its own. "Better?"

The news reporter and cameraman as well as everyone else watching just gave him flat looks.

"Alright fine. Seeing I'm already here, I'll help," Discord said snapping his fingers and a massive blanket of snow flops over the city burying it in 3 feet of snow at once. "There the fire is out."

"But now the city is covered in snow," the reporter said.

"Yes it is," Discord said as he snaps his fingers again and several bottles of different flavored sugar syrup appeared floating in the air around him. Which Discord started gathering some snow in a bowl and started making snow cones.

"You're just going to do stuff like this when we ask you for help aren't you?" The news reporter ask.

"Pretty much. I'm on no side of this and just do what I do for my own self interest. Just be glad I find it more fun in playing video games then causing chaos like back in my old world," Discord said who is now eating a giant snow cone.

!

Author's Notes -

1 - The kind of chaos that Discord likes while the ponies find horrible, we humans would be find fun. As the Everfree forest is a horror show for the ponies but for humans who live near a forest would find it normal. Remember the ponies have been controlling their world for years. So anything that would be normal for us humans would be seen with fear from the ponies. Animals, plants and weather not needing to be taken care of or controlled is the reason why Everfree forest is seen with fear.

2 - Song is by officialnanoTV on youtube.

3 - Sunset is still dealing with her issues and emotional scars about being abandon by the closest thing she had to a family.

!


	20. Chapter 20

!

Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

!

In the Castle of the Two Sister's the leader of the free remaining ponies of Equestria, Trixie is meeting with some of the leaders who have come to fight the Changelings. The first is Storm King who rules most of the lands south of Equestria who has brought along his right hand unicorn, Tempest Shadow who has a broken horn. (1) Prince Rutherford of the Yaks, who agreed to help with the Changelings been stealing resources from his lands. Ember the daughter of the dragon lord Torch, who is using a spell so that her father could speak at the meeting without breaking the castle. Then there's Starlight Glimmer who once was the leader of a village she started, before the Changelings came to her village.

Starlight was force to reveal how she created a spell that would remove the cutie marks of ponies, making all of them the same, but she couldn't use it on herself without losing her magic. She was force to use her spell on the captured ponies getting rid of their special talents making the ponies easier to handle. That was till she managed to escape with a human like from the old stories of Dream Valley. Which is why she's at the meeting with said human who's name is Daze Haze who was taken during the attack on London.

"The Changelings are going too far," Torch grumbled. "Going to the human world the place where Megan the great came from is something that, I won't stand by."

"You know Megan?" Daring Doo ask who came to the meeting after hearing that there's a human in the castle.

"Of course we do. She's the one who help Spike the Defender become the first Dragon Lord," Ember said.

"Wait Spike the dragon who use to live with the ponies of Dream Valley?" Daring ask.

"Yes and the reason why we dragons don't care much for you ponies. The ponies of that time fled their valley leaving Megan and Spike to die after they caused whatever turned their valley into a frozen wasteland," Torch said.

"They caused it? But I researched Dream Valley for years and never heard of that before," Daring said.

"You must have only been looking only with ponies. We have tales of Megan seeking something to save her brother Danny and sister Molly after the ponies caused something that got them trap in something. The ponies didn't wait for her return and caused their valley to be frozen," Prince Rutherford said.

"We have the same tale in the Southlands," Storm King added.

"Discord did say what happen in Dream Valley was before his time and the ponies refusing to say what happen there," Daze said. Back on Earth he's just a middle aged plumber who kept up on the current events before he was taken during the attack on London. He managed to escape during a rebel raid with Starlight.

"Which explains the lack of information about Dream Valley from pony sources, you should had been seeking other races tales of Dream Valley," Tempest Shadow said glancing at Daring.

"That's very interesting but we have bigger problems then what happen in the past. The Changelings are opening portals to the human world," Trixie spoke up. "Those new weapons that some of those Changelings use as well as their new forms are from what they gotten from the human world."

"Yes those human weapons are interesting," Storm King said. Ever since the fall of Equestria he's been building up his forces and building up defenses in the settlements he controls. But once reports of human slaves appearing in Equestria and advance machines taken from raids on the Changelings or traded for. Got him into thinking he should side with the ponies as he's well aware of the legend of Megan the human. As that small weapon that's like a handheld cannon, made him aware of how powerful the humans could be. And hearing about the human world from Daze got him very interested in visiting it and opening some channels for some goods.

"We must find a way to open our own mirror portal to the human world. We can join forces with Sunset and the other magic users with the human army," Trixie said.

"That's better said then done. I saw the mirrors the Changelings are forcing unicorn mages to make. I sometimes was sent there to help make mirrors, but for magical it into a portal they had other ponies doing that. From what, I heard they had only one of them working when they launch their attack on the human world. Which broke when something caused a magical backlash on the other side which happen to the first mirror when Sunset destroyed it. And that's the only place where you'll be able to find information on how to create a mirror portal," Starlight said.

"I did wonder what happen to my old friend Sunset after the princess kick her out and now she's the bearer of the element of magic making her a magical girl alicorn right?" Trixie ask Daze.

"Yes," Daze said.

"But she also destroyed the other elements," Daring said.

"But there are now hundreds of shards that gives humans who can use magic, super magical forms," Daze said.

"Sounds like a plot in one of those superhero comics," Ember said.

"Oh you mean in the issue of Power Ponies revealing how all of them got their powers," Prince Rutherford said.

"If queen Chrysalis is taken out the hive will fall apart right?" Daze ask.

"Seen it happen when the last changeling queen died suddenly, the entire hive broke apart without a strong leader," Torch said. "I could do it myself but there's thousands of those Changelings now."

"Which is why we need a mirror and luckily seeing how this castle use to belong to the two princesses. There is still an achieve and a lab that use to belong to Starbeard the one who made the mirror in the first place," Trixie said as she turns to Daring. "Go down there and tell Moondancer to find all she can on mirror portals."

"Right," Daring said running out of the room.

"Now Starlight give use all the details you can remember about what materials the mirrors are made out of so we know what we need and then tell us all you can about making a mirror," Trixie said.

"Yes, I will tell you all that I can remember," Starlight said.

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Author's Notes -

1 - The Storm King isn't a nice guy but the ponies are turning to anyone for help. And this is before the movie.

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	21. Chapter 21

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Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

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Ever since her rampage through her home city Tomoko has been on the run. She's been hiding where she could but mainly in the small villages and cities avoiding being seen. She's been using her powers to steal what she needs to survive by breaking into the many vending machines and shops, taking money as well. She is a dark magical girl after all she's the villain not a hero.

Currently she's sleeping inside an empty building in a village far from any big cities. It's one of those villages where most of the young people had moved away to the big city and the village left behind is now slowly dying. She had heard about the declining population but living in a big city, she had never realized how big of an impact it is. Most of the people she had seen in the village are all old.

Now as she looks at the home that been abandon for years, using the old computer to look up things online. Learning of a new team of magic users in the Philippines. The house still had power and water, something she's grateful for as she's able to wash up and clean her clothes. Being on the run made her very aware of how easy she had it living with her parents, now she has to struggle to just survive. Force to eat what she can steal and in those rare times buy from vendors after she was recognized in that fast food place. She's now warming some 3 minute noodles in the still working microwave, wondering if this is what her life be like now.

"Well, well you been busy," Discord said appearing behind her.

"What do you want?" Tomoko ask.

"Is that anyway to talk to someone who is helping you?" Discord ask.

"Help how?" Tomoko ask turning around and blink seeing what Discord is wearing.

"Let the hate flow," Discord said dress as a sith lord.

"I'm not going to be a toy for you," Tomoko said turning her back to him.

"Well you can always used your powers for more personal gain. After all you been running for the last two weeks and the entire Japanese government is looking for you. You are the only magical girl in Japan after all, well there is Leaf Wind but she abandon the country because of what happen to her," Discord said.

"How many?" Tomoko ask.

"How many what?" Discord ask.

"How many did, I really kill?" Tomoko ask.

"463 is the number of those who died during your rampage for one reason or another, mostly from accidents and when all those buildings fell down and the gas station blew up. So unlike those magic girl shows where even fighting in a crowded city no bystander is ever hurt or buildings destroyed," Discord said. (1)

Tomoko seem to shrink into herself, hugging herself as she let herself feel what she had done.

"So much different from killing in videogames isn't it?" Discord said.

"You can't bring them back can you?" Tomoko ask.

"Sorry can't," Discord said.

"If you could you would had really let loose and really showed what kind of a chaos lord you are," Tomoko said.

"Of course. I actually gasp the concept of, if I kill of everyone for short term fun, I wouldn't have anything left to have fun with on the long term. And I have plans for you my dear, so instead of snack have a meal," Discord said before snapping his fingers and a large western meal of fried chicken, mush potatoes, corn, and a large soda appeared on a table. That Tomoko recognized as that American fast food chicken place as the chicken came in the bucket. Then with another snap new clothes appeared on hangers on a chair. A hooded green jacket, with a grey shirt and pants her size, with a change of underwear, socks and walking boots. And a backpack with a rolled up sleeping bag and supplies in it.

"Why are you doing this?" Tomoko ask.

"You're interesting and, I can't allow you just to fall over because of being hungry or sick. And it be interesting to see what you're going to do from here on out," Discord said.

"But still why?" Tomoko ask.

"As a clown prince of crime once said in a comic. Never give them what they expect," Discord said disappearing.

Tomoko sat down at the table with all the food taking her soap out of the microwave and began eating her first real meal in days.

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The Philippines -

In Quezon City the former capital of the country a team of magical users have been gathered by the government and trained to use their magic. Unlike most of the other magic users, all of the magic users of the Philippines are adults and are all part of the military before they gain their new magic powers. Thanks to the close ties to the United States they were able to get recordings of Sunset teaching magic to new magic users, which the magic team learn from. The team is revealed in a press release showing the people of the Philippines Islands that they have a team of magic users to protect them from any Changeling attacks. And to handle any magic user so what happened in Japan wouldn't happen to the island nation.

The team is made up of 6 members.

Aswang Sonar a bat pony with the power of echo location. Her power allows her to scan her surroundings to find objects and creating a hyper sonic blast with her voice. She wears an armored black flight suit, a metal breast plate with metal bat wings on it, with a pony shape helmet that has a breather like mouth piece that allows her to use her powers. Her weapon is a pair of sabers.

Sirena Aqua a sea pony with the power to control water in all of its forms, liquid, gas, and solid. Her power makes her one of the most powerful magic users, as she controls a pure element and not just one part of it. She wears a bright orange armored driving suit with a diving helmet which could withstand the crushing pressure of the ocean depths. Her weapon is a pole hook with four hooks on it.

Tikbalang Smack an Earth Pony with the power of cracking. His power allows him to see the weak point in anything and allows him to know where hit to break it. His outfit looks like a yellow heavily armored construction outfit, where the reflective vest is replaced by armor, and helmet more heavily armored. His weapon is a jackhammer that he can use like a pogo-stick.

Nuno Handy an Earth Pony with the power of repair. Her power allows her to repair anything that's not living, making it like it's brand new. Her outfit is an armored overalls with an armored jacket, and a welder helmet. Her weapon is a tool belt with her tools being able to be used as makeshift weapons.

Kapre Trunk a unicorn who has the power to control trees. He is able to make any trees come alive to fight for him, or make them grow from seedlings. He's wearing full plated armor that makes it look like he's a walking tree trunk, and in his armor form he stands around 20 feet tall. His weapon is an 30mm auto-cannon that fires magic.

Garuda Current a pegasus who has the power to create twisters. His power allows him to form a shield of twisting wind around him and travel around like the Tasmanian Devil. He wears an armored red skydiving suit with a horse like helmet. His weapons are a pair of auto pistols that fire magic.

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In America -

Inside one of the houses built in the army base Celestia is talking with Sunset, which she has been doing alot mainly because they're still struck together. But also the anime style opening that Discord showed on tv had reopen some old wounds. Sunset still doesn't like talking about what happen between her and the princess, the final scene of the opening of a young pony Sunset curled up against her counterpart hit home in how close they were. And reminding her of what happen years ago.

"Sunset you been like this for the last few days," Celestia said to Sunset who has been sulking around the living room of the house they share together. They have been watching the news of the new magic users in the Philippines.

"I'm dealing with memories of my time before I came here," Sunset said looking at Celestia who is sitting on the couch.

"You really don't talk much about what happen before," Celestia said.

"It doesn't matter anymore," Sunset said.

"If things turn out like they do in shows and mangas we'll be in your world freeing it," Celestia said.

"Well the mirror was the only way to get to my world and even then it would transform you into a pony like it made me into a human," Sunset said. "But I am thankful for learning the truth behind what the princess saw me as. It finally freed me."

"Freed you from what?" Celestia ask.

"Even with all what she did to me I still held out hope that she would... no she wouldn't, she wouldn't see me anything but a tool. I was nothing but a pawn for her to save her sister. But now I no longer see her as an all knowing, flawless goddess, but just a long lived pony like everyone else. It's no wonder the Changelings took over so easily, everypony in Equestria just expect her to be able to handle everything for them. The mane 6 who bare the Elements of Harmony were the ones who did the saving after princess Luna returned," Sunset said.

"How did you know about them?" Celestia ask.

"I have a magic journal that allows the princess to send me messages. It still worked even in this world, and she always wrote to me updating me about things. I guess she hope for me to return to her. She just put too much work in me to just let me go to waste," Sunset said.

"You really think she's like that?" Celestia ask.

"Even if she isn't, I'm not going back to her. The only reason why, I'll ever go back to Equestria is to put an end to the Changelings threat," Sunset said.

"Is that it? No other reason?"

"The closest friend, I had was Trixie of my world before she left the school. For me all that mattered to me was the princess, she was the one who gave me something that, I never had to begin with," Sunset said.

"A family?" Celestia ask.

"My life is a rags to riches to rags tale," Sunset said sitting on the couch next to Celestia. "My first memories is living on the streets of Canterlot the capital of Equestria, living in the dark alleyways that the nobles and the rich pretend isn't there. I often look into windows seeing families together wondering what it would be like to have one. Then after I started a blazing fire that engulfed a couple of blocks, only to be stopped by the princess, she saw the raw power that, I have for magic. I became her students living in the castle which on cold nights, I often look up to wondering what it be like to live there. For me nothing mattered but her, I didn't bothered to make friends as all, I cared about was to be... But then Twilight's counterpart showed off her own raw talent in magic, which caused her to spend less time with me. Then she showed me the mirror... you know the rest."

"You came to this world alone with nothing but the clothes on your back and what you brought with you," Celestia said.

"And I was back living on the streets looking through trash for food and stealing to survive. After years of living in the castle where the castle staff took care of my needs, after I had already grew up living on the streets in the first place. Do you know what that's like to have nothing to suddenly have it all then lose it all, starting back where you came from?" Sunset ask looking down. "Which would had happen to me if, I had stayed in my world."

"She just threw you out without any kind of support?" Celestia ask.

"That's just how she is. She has lived for over a 1000 years and ruled a country in all that time. She's use to ponies just dying around her. What does she care what happen to me, she can just wait for someone else to appear to take my place. All I did in learning, the long nights, the stress I put myself under just to impress her was all for nothing. To gain the affection of someone who never someone who only saw me as a tool," Sunset said lowering her head.

Celestia could only wrap her arms around the young girl next to her. Sunset under the mask she puts on for the world to see most of the time. Her counterpart had taken a child off the streets who was broken, manipulated and reforged into what she wanted to be what she needed to save her sister. Without ever thinking of what Sunset thought or wanted, all she saw was a tool and not the child that she is.

"She should had just left me in the alleyway where she found me," Sunset said. The very admission nearly chocked her up and she could feel her chest tighten as she held down to stop her from sobbing.

Celestia mind flash to an image, of her standing in an alleyway dress in heavy winter clothes in the dead of winter. It was years ago when she was much younger and still a teacher. She's standing there staring into a cardboard box.

"No," Celestia said as she hugs Sunset. "No matter what, she did care for you. Even if it's only for her self interest she cared enough to take you in."

"Even with everything she did to me?" Sunset ask looking at Celestia with glistening eyes.

"If she didn't, I would had never met you," Celestia said hugging Sunset closer. Both having to deal with their own personal demons.

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Author's Notes -

1 - I know most magic girl shows are aimed for a younger crowd but still. Those magic attacks which miss wouldn't just disappeared, or those really big attacks that finishes off the monster of the week, wouldn't just kill the monster without doing damage to the surrounding area.

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End file.
